SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A

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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

[_] 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 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