SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            -------------------

                                FORM 10-K/A
                                            
                               -------------

                              Amendment No. 1

[x]  AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (Fee Required)  For the fiscal year
     ended December 31, 1995 

                                     or

[_]  AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)  For the transition
     period from ___________ to ___________

                      Commission file number:  1-9599

                          LEWIS GALOOB TOYS, INC. 
- ---------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)

               Delaware                             94-1716574
- -------------------------------------  -----------------------------------
   (State or Other Jurisdiction of        (I.R.S. Employer Identification
    Incorporation or Organization)                     No.)

                            500 Forbes Boulevard
                        So. San Francisco, CA  94080
                               (415) 952-1678
- ---------------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
                 Registrant's Principal Executive Offices)

        Securities registered pursuant to Section 12(b) of the Act:

                                               Name of Each Exchange
         Title of Each Class                    on Which Registered
- -------------------------------------  -----------------------------------

Common Stock, Par Value $.01 Per       New York Stock Exchange
Share

Depositary Convertible Exchangeable    New York Stock Exchange
Preferred Shares (each representing
1/10th of a share of $17.00
Convertible Exchangeable Preferred
Stock)

        Securities registered pursuant to Section 12(g) of the Act:

                                    None
- ---------------------------------------------------------------------------
                              (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  [x]   No  [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [_].

Aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the registrant as of March 1,
1996, computed by reference to the closing sale price of the registrant's
Common Stock on the New York Stock Exchange Stock Exchange on such date: 
$155,000,000.

On March 1, 1996, the registrant had outstanding 10,101,241 shares of
Common Stock, par value $.01 per share, which is the registrant's only
class of common stock.

                   DOCUMENTS INCORPORATED BY REFERENCE:  

                                    NONE




                                EXPLANATORY NOTE

               This report on Form 10-K/A amends and restates in their
     entirety the following items of the Annual Report on Form 10-K of
     Lewis Galoob Toys, Inc. (the "Company") for the fiscal year ended
     December 31, 1995.

                                    PART III

     Item 10.  Directors and Executive Officers of the Registrant.
     -------   --------------------------------------------------
               As of March 1, 1996, the directors and executive officers of
     the Company, their ages, the positions held by them and the periods
     during which they have served in such positions were as follows:


     NAME                          AGE  POSITION
     ----                          ---  --------
     Mark D. Goldman               45   President, Chief Executive
                                        Officer and Director

     William G. Catron             50   Executive Vice President,
                                        General Counsel, Chief Administrative 
                                        Officer and Secretary

     Loren Hildebrand              56   Executive Vice President,
                                        Sales

     Ronald Hirschfeld             45   Executive Vice President,
                                        International Sales and Marketing

     Gary J. Niles                 56   Executive Vice President,
                                        Marketing and Product Acquisition

     Louis R. Novak                47   Executive Vice President and
                                        Chief Operating Officer 

     William B. Towne              51   Executive Vice President, Finance
                                        and Chief Financial Officer

     John C. Beuttell              48   Senior Vice President, Marketing-
                                        Male Action

     H. Alan Gaudie                55   Senior Vice President, Finance
                                        and Assistant Secretary

     Ronnie Soong                  49   Managing Director of Galco
                                        International Toys, N.V.

     Terrell (Mark) Taylor         54   Senior Vice President, Preliminary 
                                        Design

     Andrew J. Cavanaugh           49   Director

     Paul A. Gliebe, Jr            61   Director

     Scott R. Heldfond             50   Director

     Hoffer Kaback                 46   Director

     Roger Kowalsky                61   Director

     S. Lee Kling                  66   Director

     Martin Nussbaum               48   Director

     George Riordan                62   Director

               Mark D. Goldman, a Director of the Company since 1987, has
     served as President and Chief Executive Officer of the Company since
     June 1991. From 1987 to 1991, Mr. Goldman served as Executive Vice
     President and Chief Operating Officer. Prior to 1987, Mr. Goldman
     served in various executive capacities at Ages Entertainment Software,
     Inc. (formerly Sega Enterprises, Inc.) and Mattel, Inc.





     

               William G. Catron has served as Executive Vice President,
     General Counsel and Chief Administrative Officer since May 1992 and as
     Secretary since April 1995. From 1985 to 1992, Mr. Catron was Senior
     Vice President, Assistant General Counsel for Paramount Pictures
     Corporation. Prior to 1985, Mr. Catron served in various executive
     capacities at Ages Entertainment Software, Inc. (formerly Sega
     Enterprises, Inc.) and Mattel, Inc.

               Loren Hildebrand has served as Executive Vice President,
     Sales since April 1994. From 1992 to 1994 he was President of Creative
     Consultants. From 1989 to 1992, Mr. Hildebrand was Executive Vice
     President and a partner in Toy Soldiers, Inc., a start-up company.
     Prior to 1989, Mr. Hildebrand was a consultant for Worlds of Wonder
     and Executive Vice President, Sales, Merchandising and Distribution
     for Mattel, Inc.

               Ronald Hirschfeld has served as Executive Vice President,
     International Sales and Marketing since February 1994. From 1989 to
     1994, Mr. Hirschfeld served as Senior Vice President, International
     Sales and Marketing. Prior to 1989, Mr. Hirschfeld served as Senior
     Vice President, International Operations from 1987 to 1989 and has
     held various positions with the Company since 1978.

               Gary J. Niles has served as Executive Vice President,
     Marketing and Product Acquisition since February 1992. From 1989 to
     1992, Mr. Niles served as Senior Vice President, International
     Division. Before joining the Company, Mr. Niles was an executive with
     U.A.C., Ltd., a division of Universal Matchbox, Revell Incorporated
     and Ages Entertainment Software, Inc. (formerly Sega Enterprises,
     Inc.)

               Louis R. Novak has served as Executive Vice President and
     Chief Operating Officer since February 1992. From 1989 to 1992, Mr.
     Novak served as Senior Vice President, Operations. From 1986 to 1989
     he was Senior Vice President, Worldwide Product Operations for Coleco
     Industries, Inc. Prior to 1986, Mr. Novak was an executive with All
     American Gourmet Company, Inc., a manufacturer of frozen food
     products, and for Mattel, Inc.

               William B. Towne served as Executive Vice President, Finance
     and Chief Financial Officer since March 1995. On March 31, 1996, Mr.
     Towne ceased employment with the Company.  From 1990 to 1995, Mr.
     Towne served as Executive Vice President, Chief Financial Officer for
     Forstmann & Co, Inc. From 1982 to 1990, Mr. Towne worked for
     Tambrands, Inc. where he rose from Manager of Forecast and Planning to
     Chief Financial Officer of their International Divisions.

               John C. Beuttell has served as Senior Vice President,
     Marketing - Male Action since February 1996. Prior to undertaking his
     current position, Mr. Beuttell held a senior management position at
     YES Entertainment. Before joining YES Entertainment, Mr. Beuttell held
     several senior management positions, including the following: Vice
     President of Sales and Marketing for a toy company called TSR,
     President of Matchbox Toys-USA, Vice President of International for
     Atari Video Games and Director of Marketing for Mattel, Barbie
     Division.

               H. Alan Gaudie has served as Senior Vice President, Finance
     since April 1992. From 1985 to 1992, Mr. Gaudie served as Corporate
     Controller, Vice President, Senior Vice President and acting Chief
     Financial Officer.

               Ronnie Soong has served as Managing Director of Galco
     International Toys, N.V., a wholly-owned subsidiary of the Company
     ("Galco"), since May 1995. From April 1993 to 1995, Mr. Soong served
     as General Manager of Galco. From 1989 to 1993, Mr. Soong was General
     Manager of Zindart Industrial Co., Ltd. Prior to 1989, Mr. Soong was
     the General Manager of Buddy L (HK) Ltd. and an executive with the
     Ertl Company in Taiwan.

               Terrell (Mark) Taylor has served as Senior Vice President,
     Preliminary Design since November 1995. From 1988 to 1995, Mr. Taylor
     served as Senior Vice President, Product Design for Mattel, Inc. From
     1987 to 1988, Mr. Taylor served as Vice President with Entertech/LJN
     Toys. Prior to 1987, Mr.



     

     Taylor served in various executive capacities at Playmates Toys, Tomy
     Toys, and Mattel, Inc. In addition, Mr. Taylor was a principal partner
     with Taylor/Salari Design.

               Andrew J. Cavanaugh, a Director of the Company since 1993,
     serves as a Senior Vice President--Corporate Human Resources of Estee
     Lauder Inc. Mr. Cavanaugh has been affiliated with Estee Lauder in an
     executive capacity since 1988. Prior to undertaking his current
     position, Mr. Cavanaugh served as a Senior Consultant with Coopers and
     Lybrand, New York City, from 1986 through 1988, and Senior Vice
     President--Administration of Paramount Pictures Corporation from 1984
     through 1986.

               Paul A. Gliebe, Jr., a Director of the Company since 1986,
     has been a Vice President of Smith Barney Shearson Inc. since 1982.
     Smith Barney Shearson Inc. has provided investment-related services to
     the Company in the past and during the current fiscal year.

               Scott R. Heldfond, a Director of the Company since 1986, has
     served as President and Chief Executive Officer of the Real
     Estate/Investment Division of Rollins Hudig Hall (the successor entity
     to DSI Insurance Services), an insurance brokerage firm ("RHH"), since
     1985. The Company has retained the services of RHH in the past and
     during the current fiscal year. See Item 13. "Certain Relationships
     and Related Transactions."

               Hoffer Kaback, a Director of the Company since 1994, has
     served as the President of Gloucester Capital Corporation, an
     investment firm, since 1980 and has been a General Partner of Bosworth
     Partners, an investment partnership, since 1986. Mr. Kaback serves on
     the Boards of Directors of Biotechnology General Corp. and Sunshine
     Mining and Refining Company.

               Roger Kowalsky, a Director of the Company since 1994, served
     from 1983 to 1986 as Senior Vice President, Finance & Administration
     for Yale Materials Handling Corporation. Prior to such time, from 1969
     to 1982, Mr. Kowalsky worked at Pullman Inc., rising to Executive Vice
     President, Finance & Administration and President of Pullman
     Trailmobile, a subsidiary of Pullman Inc. Since 1989, Mr. Kowalsky has
     served as Director of the Vermont Studio Center, an organization
     dedicated to visual artists and writers located in northern Vermont.
     From 1986 to 1989, Mr. Kowalsky was retired.

               S. Lee Kling, a Director of the Company since 1991, has
     served since 1991 as Chairman of the Board of Kling Rechter & Company,
     a merchant banking company which operates in partnership with Barclays
     Bank PLC. Mr. Kling served as Chairman of the Board of Landmark
     Bancshares Corporation, a bank holding company in St. Louis, Missouri
     ("Landmark"), until December 1991 when Landmark merged with Magna
     Group, Inc. Mr. Kling had served in such capacity with Landmark since
     1974 and had also served as Chief Executive Officer of Landmark from
     1974 through October 1990 except for the period from May 1978 to
     January 1979 when he served as Assistant Special Counselor on
     Inflation for the White House and Deputy for Ambassador Robert S.
     Strauss. Mr. Kling serves on the Boards of Directors of Magna Group,
     Inc., Falcon Products, Co., Bernard Chaus Inc., E-Systems, Inc., Top
     Air Manufacturing, Inc., National Beverage Corp. and Hanover Direct,
     Inc.

               Martin Nussbaum, a Director of the Company since 1985, has
     been a partner of the law firm of Shereff, Friedman, Hoffman &
     Goodman, LLP since 1976. Mr. Nussbaum has served as Chairman of the
     Executive Committee of the Company's Board of Directors since June
     1991. The Company has retained Shereff, Friedman, Hoffman & Goodman,
     LLP in the past and during the current fiscal year. See Item 13. 
     "Certain Relationships and Related Transactions."

               George Riordan, a Director of the Company since 1994, has
     served as the Managing Partner of George Riordan & Co., an investment
     banking firm, since 1991. From 1989 to 1991, Mr. Riordan served as a
     Managing Director of Dean Witter Reynolds. Mr. Riordan serves on the
     Boards of Directors of the Macneal- Schwendler Corp. and Pancho's
     Mexican Buffet, Inc.




     

      COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

          Section 16(a) of the Securities Exchange Act of 1934 requires the
     Company's executive officers and directors, and persons who
     beneficially own more than ten percent of a registered class of the
     Company's equity securities, to file reports of ownership and changes
     in ownership with the Securities and Exchange Commission and the New
     York Stock Exchange.  Executive officers, directors and greater than
     10% beneficial shareholders are required by Commission regulations to
     furnish the Company with copies of all Section 16(a) forms they file. 


          Based solely upon a review of the copies of such forms furnished
     to the Company and written representations from the Company's
     executive officers, directors and greater than 10% beneficial
     shareholders, the Company believes that during the year ended December
     31, 1995, all persons subject to the reporting requirements of Section
     16(a) filed the required reports on a timely basis except that two
     transactions on two reports were not filed
     by Mark Shepherd, a former officer of the Company. 





     


     Item 11.  Executive Compensation.
     -------   ----------------------

               The following table summarizes the compensation paid by the
     Company and its subsidiaries, as well as certain other compensation
     paid or accrued, to the Chief Executive Officer of the Company and the
     other four most highly compensated executive officers of the Company
     who earned in excess of $100,000 for the Company's fiscal years ended
     December 31, 1993, 1994 and 1995 (each person appearing in the table
     is referred to as a "Named Executive"):


     SUMMARY COMPENSATION TABLE (1)






                                                                                                    LONG-TERM
                                                     ANNUAL COMPENSATION                          COMPENSATION  
                                        ---------------------------------------------             --------------
                                                                                OTHER
              NAME AND PRINCIPAL                                                ANNUAL                     ALL OTHER 
              ------------------                     SALARY        BONUS       COMPEN-                      COMPEN-
                   POSITION              YEAR          ($)          ($)       SATION($)      OPTIONS(#)    SATION($)
                   --------              ----      ----------   ----------    ---------      ----------    ---------
                                                                                         
        Mark D. Goldman                  1995       400,000       750,000              0        200,000      3,980(3)
           President and Chief           1994       400,000       600,000              0        229,630(2)   3,760(3)
           Executive Officer             1993       319,500             0              0         29,630      3,540(3)


        Gary J. Niles                    1995       300,000       360,000              0              0      1,440(5)
           Executive Vice President,     1994       261,055       316,800              0        157,870(4)   1,440(5)
           Marketing and Product         1993       212,623             0              0         20,370      1,440(5)
           Acquisition


        Louis R. Novak                   1995       272,803       334,567              0              0        870(7)
           Executive Vice President      1994       261,055       316,800              0        157,870(6)     870(7)
           and Chief Operating           1993       256,797             0              0         20,370        510(7)
           Officer


        Loren Hildebrand                 1995       230,063       282,150              0              0      2,250(9)
           Executive Vice President,     1994       159,375       275,000(8)           0        100,000        840(9)
           Sales


        William G. Catron                1995       236,729       217,745              0              0       870(13)
           Executive Vice President,     1994       226,535       206,640              0         86,111(12)   870(13)
           General Counsel, Chief        1993       214,813        25,000(10)     27,429(11)     11,111       870(13)
           Administrative Officer
           and Secretary
<FN>
     (1)  Other than as provided in this table, there were no other
          transactions among the Named Executives and the Company which are
          required to be reported in this table.

     (2)  Represents 229,630 options granted pursuant to the 1994 Senior
          Management Stock Option Plan (the "1994 Plan"). Does not include
          129,311 shares of Common Stock granted in connection with the
          termination of the 1992 Senior Management Stock Option Plan (the
          "1992 Plan").

     (3)  This amount represents $3,980 in premiums paid by the Company
          with respect to term life insurance in 1995, $3,760 in premiums
          paid by the Company with respect to term life insurance in 1994
          and $3,540 in premiums paid by the Company with respect to term
          life insurance in 1993.



     

     (4)  Represents 157,870 options granted pursuant to the 1994 Plan.
          Does not include 88,900 shares of Common Stock granted in
          connection with the termination of the 1992 Plan.

     (5)  This amount represents $1,440 in premiums paid by the Company
          with respect to term life insurance in each of 1993, 1994 and
          1995.

     (6)  Represents 157,870 options granted pursuant to the 1994 Plan.
          Does not include 88,900 shares of Common Stock granted in
          connection with the termination of the 1992 Plan.

     (7)  This amount represents $870 in premiums paid by the Company with
          respect to term life insurance in each of 1994 and 1995 and $510
          in premiums paid by the Company with respect to term life
          insurance in 1993.

     (8)  This amount includes a $50,000 bonus paid to the Named Executive
          in connection with the Named Executive's hiring.

     (9)  This amount represents $2,250 in premiums paid by the Company
          with respect to term life insurance in 1995 and $840 in premiums
          paid by the Company with respect to term life insurance in 1994.

     (10) This amount represents a bonus paid to the Named Executive in
          connection with the Named Executive's hiring.

     (11) This amount includes an automobile allowance (which is provided
          to all senior officers of the Company) paid by the Company in
          1993 in the amount of $14,400 and fees paid by the Company to the
          Company's accountants in the amount of $7,700 in 1993 in
          connection with the Named Executive's hiring.

     (12) Represents 86,111 options granted pursuant to the 1994 Senior
          Management Stock Option Plan. Does not include 48,491 shares of
          Common Stock granted in connection with the termination of the
          1992 Plan.

     (13) This amount represents $870 in premiums paid by the Company with
          respect to term life insurance in each of 1993, 1994 and 1995.






     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

               The Compensation Committee is composed of Andrew J.
     Cavanaugh, a director of the Company since 1993, Scott R. Heldfond, a
     director of the Company since 1986, and Martin Nussbaum, a director of
     the Company since 1985.  The Compensation Committee is responsible for
     reviewing the compensation arrangements relating to senior officers of
     the Company and administering and making recommendations to the Board
     regarding the bonus plans for the senior officers of the Company. The
     Compensation Committee also administers the Company's Amended and
     Restated 1984 Employee Stock Option Plan, the 1994 Senior Management
     Stock Option Plan and the 1995 Non-Employee Directors' Stock Option
     Plan.

               The Company has retained the insurance brokerage services of
     Real Estate/Investment Division of Rollins Hudig Hall ("RHH") in
     recent years. One of the Company's directors, Scott R. Helfond, is the
     President and Chief Executive Officer of Rollins Real
     Estate/Investment Division.  The total amount of insurance premiums
     paid to RHH in 1995 and 1994 were approximately $1.3 million and $1.4
     million, respectively.

               The Company has retained the legal services of Shereff,
     Friedman, Hoffman & Goodman, LLP in recent years. One of the Company's
     directors, Martin Nussbaum, is a partner of Shereff, Friedman, Hoffman
     & Goodman, LLP.  The total amount of fees paid to Shereff, Friedman,
     Hoffman & Goodman, LLP in 1995 and 1994 were approximately $0.3
     million and $0.4 million, respectively, exclusive of the director's
     fees paid to Mr. Nussbaum, as compensation for his service as Chairman
     of the Executive Committee of the Board of Directors of the Company. 

     OPTION GRANTS IN LAST FISCAL YEAR

               The following table sets forth certain information regarding
     options granted to the Named Executives during the Company's 1995
     fiscal year:





                                                    INDIVIDUAL GRANTS                
                                  --------------------------------------------------
                                      SHARES OF      % OF TOTAL
                                       COMMON         OPTIONS                           POTENTIAL REALIZED VALUE AT ASSUMED
                                        STOCK       GRANTED TO                             ANNUAL RATES OF STOCK PRICE
                                     UNDERLYING    EMPLOYEES IN   EXERCISE                 APPRECIATION FOR OPTION TERM
                                       OPTIONS      FISCAL YEAR    PRICE    EXPIRATION     ----------------------------
NAME                                 GRANTED(#)    (OF 320,000)   ($/SH)       DATE           5%($)(2)      10%($)(3)
- ----                                 ----------    ------------   ------       ----           --------      ---------
                                                                                             
Mark D. Goldman . . . . . . . .        200,000(1)      62.5%       6.125      4/18/05        770,396        1,952,335

Gary J. Niles . . . . . . . . .              0          N/A         N/A         N/A            N/A             N/A

Louis R. Novak  . . . . . . . .              0          N/A         N/A         N/A            N/A             N/A

Loren Hildebrand  . . . . . . .              0          N/A         N/A         N/A            N/A             N/A

William G. Catron . . . . . . .              0          N/A         N/A         N/A            N/A             N/A

  ---------------
<FN>
     (1)  Options granted under the Amended and Restated 1984 Employee
          Stock Option Plan.
     (2)  The projected stock price would be $9.98 per share.
     (3)  The projected stock price would be $15.89 per share.




     

               Without the prior consent of the Company, the Named
     Executives may not sell or otherwise transfer the shares of Common
     Stock acquired upon the exercise of any option listed in the above
     table for seven months following the date that a participant exercises
     such option. If at any time during the first six months of such seven-
     month period, the optionee ceases to be an employee of the Company,
     the Company will have the right to repurchase, at the exercise price
     therefor, the shares of Common Stock which the optionee had acquired
     upon such option exercise. Unexercised options will automatically
     terminate on the date that an optionee ceases to serve as an employee
     of the Company unless such termination of the optionee's employment
     with the Company results from his or her retirement, death or
     disability.

               The Company does not currently grant stock appreciation
     rights.



     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
     OPTION VALUES

               The following table sets forth information with respect to
     the options exercised by the Named Executives during the 1995 fiscal
     year and the unexercised options held by the Named Executives as of
     the end of the Company's 1995 fiscal year.



                                                           NUMBER OF SECURITIES                VALUE OF UNEXERCISED
                        SHARES                            UNDERLYING UNEXERCISED               IN-THE-MONEY OPTIONS
                     ACQUIRED ON        VALUE          OPTIONS AT FISCAL YEAR END(#)         AT FISCAL YEAR-END($)(1)
                                                      -----------------------------          ------------------------
NAME                  EXERCISE (#)    REALIZED($)     EXERCISABLE      UNEXERCISABLE     EXERCISABLE       UNEXERCISABLE
- ----                  ------------    -----------    -----------       -------------     -----------       -------------
                                                                                                    
Mark D. Goldman...         0               0           244,754            209,876          823,074            1,152,159

Gary J. Niles.....     2,500           7,500           156,080              6,790          442,320               18,673

Louis R. Novak....         0               0           151,080              6,790          415,470               18,673

Loren Hildebrand..         0               0            50,000             50,000          300,000              300,000

William G. Catron.         0               0            82,408              3,703          226,622               10,183


     (1)  The closing sales price of the Common Stock on the New York Stock
          Exchange on December 31, 1995 was $11.75 per share.

                               STOCK OPTION PLANS

               In 1984, the Board of Directors of the Company (the "Board")
     adopted, and the stockholders approved, the 1984 Employee Stock Option
     Plan of the Company (the "1984 Plan"). The 1984 Plan was developed to
     provide an incentive to officers and employees of the Company by
     making available to them an opportunity to acquire a proprietary
     interest or to increase their proprietary interest in the Company. In
     1994, the 1984 Plan was amended and restated (the "Amended 1984 Plan")
     to extend the 1984 Plan until April 20, 2004 and to increase the
     aggregate number of shares available under the 1984 Plan. Under the
     Amended 1984 Plan, the Compensation Committee is authorized to grant
     options to officers and employees of the Company and certain of its
     subsidiaries for up to an aggregate of 1,589,997 shares of Common
     Stock. The maximum term of options granted under the Amended 1984 Plan
     is ten years. As of March 1, 1996, the Company has granted options to
     purchase 1,361,468 shares to officers and employees of the Company
     under the Amended 1984 Plan. The Amended 1984 Plan is construed,
     interpreted and administered by the Compensation Committee and the
     terms of exercise of specific options are determined by the Board.

               In 1994, the Company terminated the 1992 Plan and adopted
     the 1994 Plan. The 1992 Plan was adopted as a one-time grant of
     options for 800,000 shares of Common Stock that vest over a three year
     period to certain members of senior management of the Company. Under
     the 1994 Plan, each holder of options under the 1992 Plan was granted
     new options at a fixed exercise price equal to the fair market value
     of the Common Stock on the date of grant and also issued shares of
     Common Stock in order to compensate such holder for forfeiting his or
     her existing gain under such canceled option, measured by the
     difference between the market price and the exercise price of the
     options on the date on which the options were canceled. The maximum
     term of options granted under the 1994 Plan is ten years. Options
     granted under the 1994 Plan are to be non-qualified stock options
     under the Internal Revenue Code of 1986, as amended (the "Code").

               The Company adopted the 1995 Non-Employee Directors' Stock
     Option Plan (the "1995 Plan") in June 1995. The 1995 Plan was
     developed to attract, retain and motivate non-employee directors and
     to encourage non-employee directors to acquire an equity interest or
     increase their stock ownership in the Company. Under the 1995 Plan,
     the Compensation Committee is authorized to grant options to non-
     employee directors for up to 160,000 shares of the Company's Common
     Stock. The maximum term of options granted under the 1995 Plan is ten
     years. Options granted are to be non-qualified stock options under the
     Code. Under the 1995 Plan, non-employee directors are automatically
     granted an option to purchase 2,000 shares of Common Stock on January
     1 of each calendar year. Options were also granted pursuant to the
     1995 Plan on July 1, 1995.


     As of March 1, 1996, the Compensation Committee has granted options to
     purchase 32,000 shares of Common Stock under the 1995 Plan. The 1995
     Plan is construed, interpreted and administered by the Compensation
     Committee.

                      SEVERANCE AGREEMENTS WITH MANAGEMENT

               On October 27, 1994, the Company entered into a severance
     agreement (the "Severance Agreement") with Mark Goldman, effective as
     of July 13, 1994. The Severance Agreement sets forth severance
     benefits which are payable if Mr. Goldman's employment is terminated
     for various reasons, including termination by him of his employment
     following a change in control of the Company, as follows (the
     "Severance Payment"):

               (i) If Mr. Goldman is terminated without cause (as defined
     in the Severance Agreement) prior to a Change in Control (as defined
     in the Severance Agreement), or if Mr. Goldman terminates his
     employment for good reason (as defined in the Severance Agreement)
     prior to a Change in Control, the Severance Agreement provides that
     the Company shall pay to Mr. Goldman a lump sum payment equal to (a)
     two times Mr. Goldman's annualized current base compensation and (b)
     the greater of (1) two times the greater of (x) the incentive
     compensation bonus (excluding stock options or shares issued pursuant
     to a stock option, restricted stock or similar plan or long-term
     incentive bonuses) paid to Mr. Goldman for the previous year's
     performance or (y) the incentive compensation bonus (excluding stock
     options or shares issued pursuant to a stock option, restricted stock
     or similar plan or long-term incentive bonuses) that would be payable
     to Mr. Goldman if performance relative to plan for the current year
     was the same as performance relative to plan year-to-date (such
     performance is to be measured by the ratio of year-to-date actual
     performance divided by year-to-date plan performance; the index(es) of
     performance shall be the same as the most recent annual cash incentive
     compensation plan approved by the Board of Directors) (the amount
     equal to the greater of the amounts described in clauses (x) and (y)
     shall be hereinafter referred to as the "Annual Bonus"); or (2) five
     hundred thousand dollars ($500,000).

               (ii) If Mr. Goldman is terminated by the Company within
     twenty-four (24) months following a Change in Control (as defined in
     the Severance Agreement), or if Mr. Goldman terminates his employment
     for good reason (as defined in the Severance Agreement) within twenty-
     four (24) months following a Change in Control, the Severance
     Agreement provides that the Company shall pay to Mr. Goldman a lump
     sum payment equal to (a) three times Mr. Goldman's annualized current
     base compensation, (b) the greater of (1) three times the Annual Bonus
     or (2) five hundred thousand dollars ($500,000) and (c) three times
     the car allowance in effect for Mr. Goldman at the time of termination
     and a lump sum amount equal to three times the insurance and
     maintenance cost incurred for said vehicle during Mr. Goldman's last
     full year of employment with the Corporation. Furthermore, the
     Severance Agreement provides that the Company shall continue to
     provide Mr. Goldman with certain fringe benefits for a period of three
     years following the date of Mr. Goldman's termination, subject to
     mitigation by Mr. Goldman.

               (iii) If Mr. Goldman is terminated for cause, or if Mr.
     Goldman terminates his employment other than for good reason (as
     defined in the Severance Agreement), the Severance Agreement provides
     that the Company must pay to Mr. Goldman his unpaid compensation for
     services prior to termination and the value of any accrued unused
     vacation pay to the date of termination.

               The maximum Severance Payment that the Company would have
     been required to make under the Severance Agreement if such amount
     became payable in fiscal 1994 was approximately $3,059,883.

               Mr. Goldman is employed by the Company as its President and
     Chief Executive Officer without an employment agreement. The Company
     has purchased a life insurance policy in a $2,000,000 face amount for
     Mr. Goldman who designated the beneficiary of such insurance policy.

               All of the Executive Vice Presidents (five) of the Company
     have entered into a letter agreement with the Company which provides,
     among other things, that if the executive is terminated other than



     

     for cause the executive is entitled to continue to receive his salary
     and certain benefits (excluding bonus) for a period of up to twelve
     (12) months. These severance payments may be reduced in the event that
     the executive commences regular full-time employment during such
     period. In addition, if there is a change in control and the
     executive's employment is terminated or the executive resigns under
     certain circumstances, the executive shall instead receive a lump sum
     payment equal to a multiple of such executive's salary, bonus and
     certain benefits, plus the continuation of certain benefits for a
     specified period of time. None of the Named Executives has an
     employment agreement with the Company.

                              DIRECTOR COMPENSATION

               Directors who are not full-time employees of the Company
     receive an annual fee of $15,000 plus $500 for each meeting of the
     Board or any committee thereof attended by such director. In addition,
     non-employee directors are automatically granted an option to purchase
     2,000 shares of Common Stock on January 1 of each year under the 1995
     Plan adopted June 20, 1995. Options were also granted on July 1, 1995.
     See "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-
     End Option Values -- Stock Option Plans." All directors are reimbursed
     by the Company for out-of-pocket expenses incurred by them as
     directors of the Company.

               As compensation for Mr. Nussbaum's service as Chairman of
     the Executive Committee of the Board of Directors, and in lieu of an
     annual director's fee, Mr. Nussbaum received a fee of $15,000 per
     month from 1991 through September 1993 and $10,000 per month from
     October 1993 through March 1995. Commencing in April 1995, Mr.
     Nussbaum has been paid the annual director's fee and meeting fees
     described above.


     

     Item 12.  Security Ownership of Certain Beneficial Owners and Management.
     --------  --------------------------------------------------------------

               The following table sets forth certain information as of
     March 1, 1996, with respect to the Common Stock of the Company
     beneficially owned by (a) each director of the Company, (b) all
     persons known by the Company to be the beneficial owner of more than
     5% of the Common Stock of the Company, (c) the Named Executives and
     (d) all executive officers and directors of the Company as a group.



                                                                                                    PERCENT OF COMMON
NAME OF BENEFICIAL OWNER                                                  NUMBER OF SHARES (1)     STOCK OWNERSHIP (1)
- ------------------------                                                  --------------------     -------------------
                                                                                                             
FMR Corp. (2) . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,060,937                 10.0%

Cowen & Company (3) . . . . . . . . . . . . . . . . . . . . . . . .                899,500                  8.9%

The Capital Group Companies, Inc. (4) . . . . . . . . . . . . . . .                550,000                  5.4%

College Retirement Equities Fund (5)  . . . . . . . . . . . . . . .                541,500                  5.4%

Dimensional Fund Advisors, Inc. (6) . . . . . . . . . . . . . . . .                517,400                  5.1%

William G. Catron (7) . . . . . . . . . . . . . . . . . . . . . . .                124,137                  1.2%

Andrew J. Cavanaugh (8) . . . . . . . . . . . . . . . . . . . . . .                 5,700                     *

Paul A. Gliebe, Jr. (8) . . . . . . . . . . . . . . . . . . . . . .                 6,350                     *

Mark D. Goldman (9) . . . . . . . . . . . . . . . . . . . . . . . .                659,041                  6.2%

Scott R. Heldfond (8) . . . . . . . . . . . . . . . . . . . . . . .                 7,450                     *

Loren Hildebrand (10) . . . . . . . . . . . . . . . . . . . . . . .                100,000                    *

Hoffer Kaback (8) . . . . . . . . . . . . . . . . . . . . . . . . .                 4,000                     *

S. Lee Kling (8)  . . . . . . . . . . . . . . . . . . . . . . . . .                 9,000                     *

Roger Kowalsky (8)  . . . . . . . . . . . . . . . . . . . . . . . .                 7,000                     *

Gary J. Niles (11)  . . . . . . . . . . . . . . . . . . . . . . . .                197,634                  1.9%

Louis R. Novak (12) . . . . . . . . . . . . . . . . . . . . . . . .                192,770                  1.9%

Martin Nussbaum (13)  . . . . . . . . . . . . . . . . . . . . . . .                11,473                     *

George Riordan (8)  . . . . . . . . . . . . . . . . . . . . . . . .                 5,000                     *

All executive officers and directors as a
group (consisting of 28 persons) (14) . . . . . . . . . . . . . . .               1,629,354                 14.4%


     -----------------------
     *  Less than 1%.

     (1)       This table identifies persons having sole voting and/or
               investment power with respect to the shares of Common Stock
               set forth opposite their names as of March 1, 1996,
               according to the information furnished to the Company by
               each of them. A person is deemed to be the beneficial owner
               of shares of Common Stock that can be acquired by such
               person within 60 days from March 1, 1996 upon the conversion
               of convertible securities or the exercise of warrants or
               options. Percentage of Common Stock ownership is based on a
               total of 10,101,241 shares of Common Stock outstanding and
               assumes in each case that the person only, or group only,
               exercised his rights to purchase all shares of Common Stock
               underlying convertible securities, options or warrants.


     

     (2)       Address is 82 Devonshire Street, Boston, Massachusetts
               02109. As set forth in Amendment No. 6 to Schedule 13D filed
               February 20, 1996 filed with the Securities and Exchange
               Commission (the "Commission"). Includes 545,337 shares of
               Common Stock issuable upon conversion of Preferred Shares
               representing shares of $17.00 Preferred Stock, based on a
               conversion price of 1.185 shares of Common Stock per
               Preferred Share.

     (3)       Address is Financial Square, New York, New York 10005-3597.
               As set forth in a Schedule 13G dated February 13, 1996 filed
               with the Commission.

     (4)       Address is 333 South Hope Street, Los Angeles, California
               90071. As set forth in a joint Schedule 13G dated February
               9, 1996 filed by The Capital Group Companies, Inc. ("CGC"),
               Capital Research and Management Company ("CRMC") and
               SMALLCAP World Fund, Inc. ("SMALLCAP") with the Commission,
               CRMC, a registered investment adviser and a subsidiary of
               CGC, is deemed to have beneficial ownership of these shares
               of Common Stock, which shares are held by SMALLCAP, for
               which CRMC serves as investment adviser. CGC and CRMC
               disclaim beneficial ownership of all such shares.

     (5)       Address is 730 Third Avenue, New York, New York 10017. As
               set forth in a Schedule 13G dated February 8, 1994 filed
               with the Commission.

     (6)       Address is 1299 Ocean Avenue, 11th Floor, Santa Monica,
               California 90401. As set forth in a Schedule 13G dated
               February 7, 1996 filed with the Commission, Dimensional Fund
               Advisors, Inc. ("DFA"), a registered investment adviser, is
               deemed to have beneficial ownership of these shares of
               Common Stock, all of which shares are held in portfolios of
               DFA Investment Dimensions Group, Inc., a registered open-end
               investment company, or in series of the DFA Investment Trust
               Company, a Delaware business trust, or the DFA Group Trust
               and DFA Participation Group Trust, investment vehicles for
               qualified employee benefit plans, for all of which DFA
               serves as investment manager. DFA disclaims beneficial
               ownership of all such shares.

     (7)       Includes options to purchase 86,111 shares of Common Stock.

     (8)       Includes options to purchase 4,000 shares of Common Stock.

     (9)       Includes options to purchase 454,630 shares of Common Stock.

     (10)      Includes options to purchase 100,000 shares of Common Stock.

     (11)      Includes options to purchase 157,870 shares of Common Stock.

     (12)      Includes options to purchase 157,870 shares of Common Stock.

     (13)      Includes (i) options to purchase 4,000 shares of Common
               Stock and (ii) 2,473 shares of Common Stock which are
               issuable upon exercise of a warrant which was issued to
               Shereff, Friedman, Hoffman & Goodman, LLP on December 11,
               1991 in connection with Mr. Nussbaum's service as Chairman
               of the Executive Committee of the Board of Directors. Mr.
               Nussbaum disclaims beneficial ownership of the other shares
               of Common Stock issuable upon exercise of the warrant.

     (14)      Includes an aggregate of options to purchase 1,252,092
               shares of Common Stock and 2,473 shares which may be
               acquired pursuant to the exercise of a warrant.


     

     Item 13.  Certain Relationships and Related Transactions.
     -------   ----------------------------------------------

               The Company has retained the legal services of Shereff,
     Friedman, Hoffman & Goodman, LLP in recent years. One of the Company's
     directors, Martin Nussbaum, is a partner of Shereff, Friedman, Hoffman
     & Goodman, LLP.  The total amount of fees paid to Shereff, Friedman,
     Hoffman & Goodman, LLP in 1995 and 1994 were approximately $0.3
     million and $0.4 million, respectively, exclusive of the director's
     fees paid to Mr. Nussbaum, as compensation for his service as Chairman
     of the Executive Committee of the Board of Directors of the Company.
     See Item 10.  "Executive Compensation--Director Compensation."

               The Company has retained the insurance brokerage services of
     the Real Estate/Investment Division of Rollins Hudig Hall ("RHH") in
     recent years. One of the Company's directors, Scott R. Helfond, is the
     President and Chief Executive Officer of Rollins Real
     Estate/Investment Division. The total amount of insurance premiums
     paid to RHH in 1995 and 1994 were approximately $1.3 million and $1.4
     million, respectively.


     

               Pursuant to the requirements of the Securities Exchange Act
     of 1934, the registrant has duly caused this amendment to be signed on
     its behalf by the undersigned, thereunto duly authorized.


                                        LEWIS GALOOB TOYS, INC.
                                          Registrant


                                        By:  /s/ Mark D. Goldman
                                             -------------------
                                             Mark D. Goldman
                                             President

    
  Dated April 26, 1996