As filed with the Securities and Exchange Commission on June 4, 2001
File No. 333-_____

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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JAKKS PACIFIC, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 95-4527222
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

22619 PACIFIC COAST HIGHWAY, MALIBU, CALIFORNIA 90265 (310) 456-7799
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

JACK FRIEDMAN, CHAIRMAN
JAKKS PACIFIC, INC.
22619 PACIFIC COAST HIGHWAY, MALIBU,
CALIFORNIA 90265 (310) 456-7799
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

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Copy to:

MURRAY L. SKALA, ESQ.
FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA, BASS & RHINE LLP
750 LEXINGTON AVENUE, NEW YORK, NEW YORK 10022-1200
(212) 888-8200 FAX: (212) 888-7776

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Approximate date of commencement of proposed sale to the public: Not Applicable

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Amount of
Securities to be Registered be Registered Unit(1) Offering Price(1) Registration Fee
- --------------------------- ------------- ------------------ ------------------ ----------------

Common Stock,
par value $.001 per share............. 166,875 Shares $ 15.745(2) $ 2,627,447(2) $657.00

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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).

(2) Based on the average of the high and low prices reported for the Common
Stock on May 31, 2001.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

(Front cover page of registration statement continued)

WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS, WHICH IS
INCLUDED IN A REGISTRATION STATEMENT THAT WE HAVE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE HOLDERS OF SHARES MAY USE THIS
PROSPECTUS TO OFFER THE SHARES FOR SALE, BUT THEY WILL NOT SELL ANY
SHARES OR ACCEPT ANY OFFER TO BUY SHARES UNTIL THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. ALSO, THE HOLDERS WILL NOT SELL ANY SHARES,
NOR USE THIS PROSPECTUS TO OFFER SHARES FOR SALE OR TO SOLICIT AN OFFER
TO BUY SHARES, IN ANY STATE, UNLESS, AND ONLY AS, PERMITTED BY
APPLICABLE LAW.

SUBJECT TO COMPLETION -- JUNE 1, 2001

PROSPECTUS

166,875 SHARES

JAKKS PACIFIC, INC.

COMMON STOCK

This Prospectus relates to 166,875 shares (the Shares) of common stock of
JAKKS Pacific, Inc., a Delaware corporation, issuable upon the exercise of
certain outstanding warrants. The Shares may be sold from time to time by the
holder thereof in the open market or in negotiated transactions. No Shares will
be sold by or for our account and we will not receive any proceeds from the sale
of the Shares. We will bear all costs associated with the offering and sale of
the Shares, other than any underwriting discounts, agency fees, brokerage
commissions or similar costs applicable to the sale of any Shares. These costs
will be borne by the holder of the Shares sold hereunder. Our common stock is
traded on the Nasdaq National Market under the symbol "JAKK." On May 31, 2001,
the last reported sale price of our common stock was $15.74.

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THE PURCHASE OF SHARES INVOLVES VARIOUS RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SHARES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 2001
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PROSPECTUS SUMMARY

This section contains a brief summary of the offering. You should also read
carefully the information presented throughout this prospectus and in the
documents incorporated by reference.

In this prospectus, "JAKKS," the "Company," "we," "us" and "our" refer to
JAKKS Pacific, Inc. and, where the context requires (such as when we discuss our
business, operations, properties or products), our subsidiaries.

THE COMPANY

We are a multi-line, multi-brand toy company that designs, develops,
produces and markets toys and related products. Our principal products are (1)
action figures and accessories featuring licensed characters, principally from
the World Wrestling Federation, (2) Flying Colors molded plastic activity sets,
compounds, playsets and lunch boxes, (3) Wheels division products, including
Road Champs die-cast collectible and toy vehicles and Remco toy vehicles and
role-play toys and accessories, (4) Pentech writing instruments and activity
products, (5) Child Guidance infant and pre-school electronic toys, toy foam
puzzle mats and blocks and activity sets, and (6) fashion dolls and related
accessories. We focus our business on evergreen branded products that are less
subject to market fads or trends and feature well-known brand names and simpler,
lower-priced toys and accessories.

We formed a joint venture with THQ Inc. in June 1998 to develop,
manufacture and market, under an exclusive license with World Wrestling
Federation Entertainment, Inc. (WWFE) video games based on World Wrestling
Federation characters and themes. The joint venture's first products were
released in November 1999.

JAKKS was incorporated in Delaware in January 1995 and began operations in
April 1995. Our executive offices are located at 22619 Pacific Coast Highway,
Malibu, California 90265 and our telephone number is (310) 456-7799.

THE OFFERING

On June 30, 1999, we issued to WWFE warrants (the Warrant) to purchase
166,875 shares of our common stock (the Shares) at an exercise price of $6.67
per share (as adjusted for a subsequent 3:2 stock split). The Warrant is
exercisable by WWFE (or any subsequent holder of the Warrant) with respect to
all or a portion of the Shares at any time prior to the expiration of the
Warrant on December 31, 2009. WWFE has requested us, pursuant to our
registration rights agreement with WWFE, to register the Shares for offer and
sale to the public. The Shares are being offered for sale hereunder by WWFE.
Only Shares issuable upon the exercise of the Warrant (and not the Warrant
itself) are being registered, and may be offered and sold, under this
prospectus. To sell any Shares, WWFE must first purchase the Shares by
exercising the Warrant. To date, WWFE has not exercised the Warrant or any
portion thereof.

Common stock outstanding before this offering............... 18,068,643 shares
Common stock offered hereby................................. 166,875 shares
Common stock to be outstanding after this offering.......... 18,235,518 shares(1)

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(1) Assumes the sale of all Shares offered hereby.

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RISK FACTORS

The purchase of our common stock involves substantial investment risks. You
should carefully consider the following risk factors, in addition to the other
information in this prospectus, before purchasing our common stock.

WE ARE SUBJECT TO CHANGING CONSUMER PREFERENCES AND NEW PRODUCT INTRODUCTIONS

Consumer preferences in the toy industry are continuously changing and
difficult to predict. Relatively few products become popular with consumers and
they often have short life cycles. We cannot assure you that:

- our current products will continue to be popular with consumers;

- our product lines or products we introduce will achieve any significant
degree of market acceptance; or

- the life cycles of our products will be sufficient to permit us to
recover licensing, design, manufacturing, marketing and other costs
associated with those products.

Accordingly, our success will depend on our ability to enhance existing
product lines and to develop new products and product lines. The failure of new
product lines to achieve or sustain market acceptance could adversely affect our
business, financial condition and results of operations. In addition, the
success of many of our character- and theme-related products depends on the
popularity of characters in movies, television programs, live wrestling
exhibitions and other media. We cannot assure you that:

- if the media related to our existing character- and theme-related product
lines are successful, this success will result in substantial promotional
value to our products;

- we will be successful in obtaining licenses to produce new character- and
theme-related products in the future; or

- media related to our character- and theme-related product lines will be
released at the times we expect or will be successful.

A LIMITED NUMBER OF OUR PRODUCT LINES ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR
NET SALES

We derive a substantial portion of our net sales from a limited number of
product lines. Sales of the World Wrestling Federation, Road Champs, Remco and
Flying Colors product lines represented approximately 82.8% of our net sales in
2000. We cannot assure you that any of the products in these branded product
lines will retain their current popularity. A decrease in the popularity of any
one of these branded product lines may adversely affect our business, financial
condition and results of operations.

THERE ARE RISKS ASSOCIATED WITH OUR LICENSE AGREEMENTS

1. OUR CURRENT LICENSES REQUIRE US TO PAY MINIMUM ROYALTIES

Sales of products under trademarks or trade or brand names licensed from
others accounted for substantially all of our net sales to date. Product
licenses allow us to capitalize on characters, designs, concepts and inventions
owned by others or developed by toy inventors and designers. Our license
agreements generally require us to make specified minimum royalty payments, even
if we fail to sell a sufficient number of units to cover these amounts. In
addition, under certain of our license agreements, if we fail to achieve certain
prescribed sales targets, we may be unable to retain or renew these licenses.
Royalties earned under our license agreements were approximately $23.3 million
in 2000. As of December 31, 2000, our aggregate minimum royalty payments in 2001
under our then current license agreements were approximately $3.7 million.

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2. THE USE OF OUR LICENSES IS RESTRICTED

Under some of our license agreements, the licensors have the right to
review and approve our use of licensed products, designs or materials before we
are permitted to make any sales. The refusal to permit our use of any licensed
property in the way we propose, or any delay resulting from their review
process, could prohibit or impede our development or sale of new products.

3. NEW LICENSES ARE DIFFICULT TO OBTAIN

Our success will depend in part on our ability to obtain additional
licenses. Competition for desirable licenses is intense. We cannot assure you
that we will be able to secure or renew significant licenses on terms acceptable
to us. In addition, as we add licenses, the need to fund additional royalty
advances and guaranteed minimum royalty payments may strain our cash resources.

OUR JOINT VENTURE IS SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES

In addition to the risks relating to us and the toy industry, the joint
venture faces the following risks:

- The joint venture depends entirely on a single license, which gives it
the exclusive right to produce and market video games based on World
Wrestling Federation characters and themes. The popularity of wrestling,
in general, and the World Wrestling Federation, in particular, is subject
to changing consumer tastes and demands. A decline in the popularity of
the World Wrestling Federation could adversely affect the joint venture's
and our business, financial condition and results of operations.

- The joint venture relies on hardware manufacturers and THQ's
non-exclusive licenses with them for the right to publish titles for
their platforms and for the manufacture of the joint venture's titles. If
THQ's licenses were to terminate and the joint venture could not
otherwise obtain these licenses from the manufacturers, it would be
unable to publish additional titles for these manufacturers' platforms,
which would materially adversely affect its and our business, financial
condition and results of operations.

- The software industry has experienced periods of significant growth in
consumer interest, followed by periods in which growth has substantially
declined. The joint venture's sales of software titles will be dependent,
among other factors, on the popularity and unit sales of platforms
generally, as well as on the relative popularity and unit sales of
various platforms. The relative popularity of platforms has fluctuated
significantly in recent years. An unexpected decline in the popularity of
a particular platform can be expected to have a material adverse effect
on consumer demand for titles released or to be released by the joint
venture for these platforms.

- The joint venture's failure to timely develop titles for new platforms
that achieve significant market acceptance, to maintain net sales that
are commensurate with product development costs or to maintain
compatibility between its PC CD-ROM titles and the related hardware and
operating systems would adversely affect the joint venture's and our
business, financial condition and results of operations.

- In general, THQ controls the day-to-day operations of the joint venture
and all of its product development and production operations and,
accordingly, the joint venture will rely exclusively on THQ to manage
these operations effectively.

THE TOY INDUSTRY IS HIGHLY COMPETITIVE

The toy industry is highly competitive. Many of our competitors have
certain competitive advantages over us due to:

- greater financial resources;

- larger sales and marketing and product development departments;

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- stronger name recognition;

- longer operating histories; and

- greater economies of scale.

In addition, the toy industry has no significant barriers to entry.
Competition is based primarily on the ability to design and develop new toys, to
procure licenses for popular characters and trademarks and to successfully
market products. Many of our competitors offer similar products or alternatives
to our products. Our competitors have obtained and are likely to continue to
obtain licenses that overlap our licenses with respect to products, geographic
areas and markets. We cannot assure you that we will be able to obtain adequate
shelf space in retail stores to support our existing products or to expand our
products and product lines or that we will be able to continue to compete
effectively against current and future competitors.

WE MAY NOT BE ABLE TO SUSTAIN OR MANAGE OUR RAPID GROWTH

We experienced rapid growth in net sales and net income in each of the last
five years. As a result, comparing our period-to-period operating results may
not be meaningful and results of operations from prior periods may not be
indicative of future results. We cannot assure you that we will continue to
experience growth in, or maintain our present level of, net sales or net income.

Our growth strategy calls for us to continuously develop and diversify our
toy business by acquiring other companies, entering into additional license
agreements and expanding into international markets, which will place additional
demands on our management, operational capacity and financial resources and
systems. The increased demand on management may necessitate our recruitment and
retention of additional qualified management personnel. We cannot assure you
that we will successfully recruit and retain qualified personnel or expand and
manage our operations effectively and profitably.

In addition, implementation of our growth strategy is subject to risks
beyond our control, including competition, market acceptance of new products,
changes in economic conditions, our ability to obtain or renew licenses on
commercially reasonable terms and our ability to finance increased levels of
accounts receivable and inventory necessary to support our sales growth, if any.
Accordingly, we cannot assure you that our growth strategy will be implemented
successfully.

WE NEED TO BE ABLE TO ACQUIRE AND INTEGRATE COMPANIES AND NEW PRODUCT LINES
SUCCESSFULLY

Our growth strategy depends in part upon our ability to acquire companies
or new product lines. To do this, we may require financing from external sources
which we may not be able to obtain on acceptable terms. Future acquisitions will
only succeed if we can effectively assess characteristics of potential target
companies or product lines, such as:

- financial condition and results of operations;

- attractiveness of products;

- suitability of distribution channels;

- management ability; and

- the degree to which acquired operations can be integrated with our
operations.

We cannot assure you that we can identify attractive acquisition candidates
or negotiate acceptable acquisition terms, and our failure to do so may
adversely affect our results of operations and our ability to sustain growth.
Our acquisition strategy involves a number of risks, each of which could
adversely affect our operating results, including:

- difficulties in integrating acquired businesses or product lines,
assimilating new facilities and personnel and harmonizing diverse
business strategies and methods of operation;

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- diversion of management attention from operation of our existing
business;

- loss of key personnel from acquired companies; and

- failure of an acquired business to achieve targeted financial results.

A FEW CUSTOMERS ACCOUNT FOR A LARGE PORTION OF OUR NET SALES

Our five largest customers accounted for 63.2% of our net sales in 2000.
Except for outstanding purchase orders for specific products, we do not have
written contracts with or commitments from any of our customers. A substantial
reduction in or termination of orders from any of our largest customers could
adversely affect our business, financial condition and results of operations. In
addition, pressure by large customers seeking a reduction in prices, financial
incentives, a change in other terms of sale or for us to bear the risks and the
cost of carrying inventory could also adversely affect our business, financial
condition and results of operations.

WE DEPEND ON OUR KEY PERSONNEL

Our success is largely dependent upon the experience and continued services
of Jack Friedman, our Chairman and Chief Executive Officer, and Stephen G.
Berman, our President and Chief Operating Officer. We cannot assure you that we
would be able to find an appropriate replacement for Mr. Friedman or Mr. Berman
if the need should arise, and any loss or interruption of Mr. Friedman's or Mr.
Berman's services could adversely affect our business, financial condition and
results of operations. We maintain key-man life insurance on Mr. Friedman in the
amount of $4.0 million, which may be insufficient to fund the cost of employing
his successor.

OUR BUSINESS MAY BE ADVERSELY AFFECTED BY POLITICAL OR ECONOMIC DEVELOPMENTS IN
CHINA

Substantially all of our products are produced by manufacturers in the
People's Republic of China. As a result, our operations may be affected by many
factors, including:

- economic, political, governmental and labor conditions in China;

- the possibility of expropriation, supply disruption, currency controls
and exchange fluctuations;

- China's relationship with the United States; and

- fluctuations in the exchange rate of the U.S. dollar against foreign
currencies.

1. LOSS OF CHINA'S "MOST FAVORED NATION" STATUS

China currently enjoys "Most Favored Nation" status under United States
tariff laws. China's Most Favored Nation status is reviewed annually by
Congress, and the renewal of this status is subject to significant political
uncertainties. The loss of China's Most Favored Nation status or the imposition
of retaliatory or protectionist trade policies, such as a substantial increase
in the duty on products we import into the United States from China, would
adversely affect our business, financial condition and results of operations.

2. IMPOSITION OF TRADE RESTRICTIONS

China may be subject to retaliatory trade restrictions imposed by the
United States under various provisions of the Trade Act of 1974. The imposition
by the United States of trade sanctions and subsequent actions by China would
result in manufacturing and distribution disruptions or higher costs to us
which, in turn, would adversely affect our business, financial condition and
results of operations.

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3. POLITICAL UNCERTAINTY IN HONG KONG

We maintain an office in Hong Kong to supervise and monitor manufacturing
and product promotion in China. On July 1, 1997, sovereignty over Hong Kong was
transferred from the United Kingdom to China. If Hong Kong's business climate
were to become less favorable as a result of the transfer of sovereignty, it
would adversely affect our business, financial condition and results of
operations.

OUR PRODUCT SALES ARE SUBJECT TO SEASONAL AND QUARTERLY FLUCTUATIONS

Our product sales are highly seasonal, with a majority of our sales
occurring between September and December, the traditional holiday season. As a
result, approximately 59.8% of our 2000 net sales occurred in the third
and fourth quarters. This seasonality causes our quarterly operating results and
working capital needs to fluctuate significantly.

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND TO POTENTIAL
PRODUCT LIABILITY CLAIMS

Our business is subject to various laws, including the Federal Hazardous
Substances Act, the Consumer Product Safety Act, the Flammable Fabrics Act and
the rules and regulations promulgated under these acts. These statutes are
administered by the Consumer Product Safety Commission, which has the authority
to remove from the market products that are found to be defective and present a
substantial hazard or risk of serious injury or death. The Consumer Product
Safety Commission can require a manufacturer to recall, repair or replace these
products under certain circumstances. We cannot assure you that defects in our
products will not be alleged or found. Any such allegations or findings could
result in:

- product liability claims;

- loss of sales;

- diversion of resources;

- damage to our reputation;

- increased warranty costs; and

- removal of our products from the market.

Any of these results may adversely affect our business, financial condition and
results of operations. There can be no assurance that our product liability
insurance will be sufficient to avoid or limit our loss in the event of an
adverse outcome of any product liability claim.

WE DEPEND ON OUR PROPRIETARY RIGHTS

We rely on trademark, copyright and trade secret protection, nondisclosure
agreements and licensing arrangements to establish, protect and enforce our
proprietary rights in our products. The laws of certain foreign countries may
not protect intellectual property rights to the same extent or in the same
manner as the laws of the United States. We cannot assure you that we or our
licensors will be able to successfully safeguard and maintain our proprietary
rights. Further, certain parties have commenced legal proceedings or made claims
against us based on our alleged patent infringement, misappropriation of trade
secrets or other violations of their intellectual property rights. We cannot
assure you that third parties will not assert intellectual property claims
against us in the future. These claims could divert management attention from
operating our business or result in unanticipated legal and other costs, which
could adversely affect our business, financial condition and results of
operations.

WE DEPEND ON THIRD-PARTY MANUFACTURERS

We depend on third parties to manufacture all our products. Although we own
the tools, dies and molds used to manufacture our products, we have limited
control over the manufacturing processes themselves. As a result, any
difficulties encountered by the third-party manufacturers that result in product
defects, production delays, cost overruns or the inability to fulfill orders on
a timely basis could adversely affect our business, financial condition and
results of operations.

We do not have long-term contracts with our third-party manufacturers.
Although we believe we would be able to secure other third-party manufacturers
to produce our products as a result of our
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ownership of the tools, dies and molds used in the manufacturing process, our
operations would be adversely affected if we lost our relationship with any of
our current suppliers or if our current suppliers' operations or sea or air
transportation with our China-based manufacturers were disrupted or terminated
even for a relatively short period of time. Our tools, dies and molds are
located at the facilities of our third-party manufacturers. Accordingly,
significant damage to these facilities could result in the loss of or damage to
a material portion of our tools, dies and molds, in addition to production
delays while new facilities were being arranged and replacement tools, dies and
molds were being produced. We do not maintain an inventory of sufficient size to
provide protection for any significant period against an interruption of supply,
particularly if we were required to utilize alternative sources of supply.

Although we do not purchase the raw materials used to manufacture our
products, we are potentially subject to variations in the prices we pay our
third-party manufacturers for products, depending on what they pay for their raw
materials.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE

Market prices of the securities of toy companies are often volatile. The
market price of our common stock may be affected by many factors, including:

- fluctuations in our financial results;

- the actions of our customers and competitors (including new product line
announcements and introductions);

- new regulations affecting foreign manufacturing;

- other factors affecting the toy industry in general; and

- sales of our common stock into the public market.

In addition, the stock market periodically has experienced significant price and
volume fluctuations which may have been unrelated to the operating performance
of particular companies.

FUTURE SALES OF OUR SHARES COULD ADVERSELY AFFECT OUR STOCK PRICE

As of May 31, 2001, there were 18,068,643 shares of our common stock
outstanding. If the Warrant is exercised in full, we would issue 166,875 Shares,
which WWFE could offer and sell to the public hereunder. An additional 1,055,844
shares of our common stock are issuable upon the exercise of currently
exercisable warrants, other that the Warrant, and options. If all these shares
were issued, we would have 19,291,362 shares of our common stock outstanding. In
addition, 1,142,295 shares of our common stock are issuable upon the exercise of
outstanding options that are not currently exercisable. Any sale of a
substantial number of shares of our common stock in the public market after this
offering, or the perception that such sales could occur, may adversely affect
the market price of our common stock.

OUR MANAGEMENT EXERCISES SUBSTANTIAL CONTROL OVER OUR BUSINESS

As of May 31, 2001, our directors and executive officers beneficially
owned, in the aggregate, 1,380,941 shares of our common stock, representing
approximately 7.3% of the common stock outstanding. Assuming all the Shares are
sold in this offering, these shares would represent approximately 7.2% of the
common stock outstanding. Accordingly, if these persons act together, they could
exercise considerable influence over matters requiring approval of our
stockholders, including the election of our Board of Directors.

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OUR ABILITY TO ISSUE "BLANK CHECK" PREFERRED STOCK AND OUR OBLIGATION TO MAKE
SEVERANCE PAYMENTS COULD PREVENT OR DELAY TAKEOVERS

Our certificate of incorporation authorizes the issuance of "blank check"
preferred stock (that is, preferred stock which our Board of Directors can
create and issue without prior stockholder approval) with rights senior to those
of our common stock. In addition, our employment agreements with certain of our
senior officers require us, under certain conditions, to make substantial
severance payments to them if they resign after a change of control. These
provisions could delay or impede a merger, tender offer or other transaction
resulting in a change in control of JAKKS, even if such a transaction would have
significant benefits to our stockholders. As a result, these provisions could
limit the price that certain investors might be willing to pay in the future for
shares of our common stock.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. For example, statements included in this prospectus
regarding our financial position, business strategy and other plans and
objectives for future operations, and assumptions and predictions about future
product demand, supply, manufacturing, costs, marketing and pricing factors are
all forward-looking statements. When we use words like "intend," "anticipate,"
"believe," "estimate," "plan" or "expect," we are making forward-looking
statements. We believe that the assumptions and expectations reflected in such
forward-looking statements are reasonable, based on information available to us
on the date hereof, but we cannot assure you that these assumptions and
expectations will prove to have been correct or that we will take any action
that we may presently be planning. We have disclosed certain important factors
that could cause our actual results to differ materially from our current
expectations under "Risk Factors" above and elsewhere in this prospectus. You
should understand that forward-looking statements made in connection with this
offering are necessarily qualified by these factors. We are not undertaking to
publicly update or revise any forward-looking statement if we obtain new
information or upon the occurrence of future events or otherwise.

USE OF PROCEEDS

None of the Shares are to be sold by us or for our account, and we will not
receive any proceeds from the sale thereof. The 166,875 Shares are issuable upon
the exercise of the Warrant at an exercise price of $6.67 per share. Only
outstanding Shares issued upon the exercise of the Warrant may be offered or
sold hereunder. Accordingly, assuming that the Warrant is exercised in full at
the currently applicable exercise price, we would receive proceeds of $1,113,056
from the issuance and sale of such Shares to the holder of the Warrant. The net
proceeds of the sale of such Shares, if the Warrant is exercised, are expected
to be used for general working capital or to fund acquisitions.

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SELLING STOCKHOLDER

WWFE can exercise the Warrant to purchase up to 166,875 Shares, all of
which may be offered from time to time hereunder by it or for its account. On
the date of this prospectus, WWFE does not own any outstanding shares of our
common stock.

WWFE has granted us a license pursuant to which we have, until December 31,
2009, the exclusive world-wide right to develop and market an extensive line of
toy products based on WWFE's wrestling characters and themes. Our wrestling toy
line currently includes articulated action figures, soft-body figures, wrestling
ring play-sets and accessories. Sales of our WWFE-licensed wrestling products
have represented, and we expect them to continue to represent, a substantial
portion of our annual net sales. In addition, our joint venture with THQ
operates under its license agreement with WWFE, pursuant to which WWFE has
granted the joint venture the exclusive world-wide right to publish World
Wrestling Federation video games on all hardware platforms.

PLAN OF DISTRIBUTION

The Shares may be offered from time to time by WWFE, which holds the
Warrant exercisable for an aggregate of 166,875 Shares. The Warrant is not being
offered hereby; only Shares issuable upon the exercise thereof may be offered or
sold hereunder. We cannot assure you that WWFE will exercise the Warrant, or, if
it does, that it will sell any or all of the Shares so purchased by it under
this prospectus. No Shares are being offered or sold by us or for our account
and we will not receive any proceeds from the sale of the Shares. We will bear
all costs associated with the offering and sale of the Shares, other than any
underwriting discounts, agency fees, brokerage commissions or similar costs
applicable to the sale of any Shares. These costs will be borne by the holder of
the Shares sold hereunder. We have also agreed to indemnify WWFE and, if
applicable, certain other participants in the offering against certain
liabilities under the Securities Act of 1933 or to contribute to payments they
may be required to make with respect thereto.

The Shares could be sold by one or more of the following methods, without
limitation:

- privately negotiated transactions;

- ordinary brokerage transactions and transactions in which the broker
solicits purchases;

- through one or more underwritten offerings on a firm commitment or
best efforts basis;

- block trades in which the broker or dealer so engaged will attempt to
sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

- purchases by a broker or dealer as principal and resale by the broker
or dealer for its own account pursuant to this prospectus;

- short sales;

- through the writing of options on the Shares, whether or not the
options are listed on an options exchange;

- an exchange distribution in accordance with the rules of any stock
exchange on which the Shares are listed; or

- any combination of any of these methods of sale.

A holder of the Shares may effect transactions by selling the Shares
directly to purchasers or through or to brokers or dealers, and brokers or
dealers may receive compensation in the form of commissions, discounts or
concessions from the selling holder or from the purchasers of the Shares for
whom they may act as agent or to whom they may sell as principal, or both (which
compensation as to a particular broker or dealer may be in excess of customary
commissions). Any brokers and dealers engaged by a selling holder may arrange
for other brokers or dealers to participate in effecting sales of the Shares.
These brokers or dealers may act as principals, or as agents of a selling
holder. Broker-dealers may agree with a selling holder to sell a specified
number of Shares at a stipulated price per share. If the broker-dealer is unable
to sell Shares acting as agent for a selling holder, it may purchase as
principal any unsold Shares at the stipulated price. Broker-dealers who acquire
Shares as principals may thereafter resell the Shares from time to time in
transactions on any stock exchange or automated interdealer quotation system on
which the Shares are then listed, at prices and on terms then prevailing at the
time of sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block transactions and sales to
and through broker-dealers, including transactions of the nature described
above.

Any of the Shares which qualify for sale pursuant to Rule 144 under the
Securities Act of 1933 may be sold under that rule rather than under this
prospectus.

A selling holder may enter into hedging transactions with broker-dealers,
and the broker-dealers may engage in short sales of the Shares in the course of
hedging the positions they assume with that selling holder, including without
limitation in connection with distributions of the Shares by those
broker-dealers. A selling holder may enter into option or other transactions
with broker-dealers that involve the delivery of the Shares offered hereby to
the broker-dealers, who may then resell or otherwise transfer those Shares
pursuant to this prospectus (as supplemented or amended to reflect that
transaction). In addition, a selling holder may, from time to time, sell the
shares short, and in those instances, this prospectus may be delivered in
connection with the short sales and the Shares offered under this prospectus may
be used to cover short sales. A selling holder may also pledge the Shares
offered hereby to a broker-dealer or other financial institution, and, upon a
default, the broker-dealer or other financial institution may effect sales of
the pledged Shares under this prospectus (if required, as supplemented or
amended to reflect those transactions).

At the time a particular offering of the Shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
Shares being so offered and the terms of the offering, including the name or
names of any underwriters, brokers, dealers or agents, the purchase price paid
by any underwriter for Shares purchased, any discounts, commissions and other
compensation and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, and the proposed selling price to the public. Any
underwriters, brokers, dealers or agents who participate in the distribution of
such Shares may be deemed to be "underwriters" under the Securities Act, and any
discounts, commissions or concessions received by them may be deemed to be
underwriting compensation under the Securities Act.

In connection with this offering, an underwriter may engage in transactions
on the Nasdaq National Market that stabilize, maintain or otherwise affect the
price of our common stock. Specifically, an underwriter may over-allot this
offering, creating a syndicate short position. An underwriter may bid for and
purchase shares of our common stock in the open market to cover this syndicate
short position or to stabilize the price of our common stock. In addition, an
underwriting syndicate may reclaim selling concessions from syndicate members
and selected dealers if a participating underwriter repurchases previously
distributed common stock in syndicate covering transactions, in stabilization
transactions or otherwise, or if a participating underwriter receives a report
that indicates that the clients of such syndicate members have "flipped" the
common stock. Also, in connection with this offering, certain underwriters and
selling group members (if any) who are qualified market makers on the Nasdaq
National Market may engage in passive market making transactions in our common
stock on the Nasdaq National Market in accordance with Rule 103 of Regulation M
under the Exchange Act. Passive market makers must comply with applicable volume
and price limitations and must be identified as such. In general, a passive
market maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are lowered below the
passive market maker's bid, however, its bid must then be lowered when certain
purchase limits are exceeded. These activities may stabilize or maintain the
market price of our common stock at a level above that which might otherwise
prevail in the open market. The underwriters are not required to engage in these
activities and may end any of these activities at any time.

10
13

LEGAL MATTERS

The legality of the Shares offered hereby has been passed upon for us by
Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP, New York, New York.
Murray L. Skala, a partner of that firm, is one of our directors and holds
112,564 shares of our common stock (of which 14,308 shares are held as the
trustee of certain trusts) and options to purchase 98,256 shares of our common
stock, all of which are currently exercisable.

EXPERTS

Our consolidated financial statements as of December 31, 1999 and 2000 and
for each of the three years in the period ended December 31, 2000 incorporated
by reference in this prospectus and elsewhere in this registration statement
have been audited by Pannell Kerr Forster, Certified Public Accountants, A
Professional Corporation, Los Angeles, California, independent auditors, as
stated in their report incorporated by reference herein and are included in
reliance upon the report of that firm given upon their authority as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission (the SEC), which contains certain information
about this offering not included herein. We also file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may
read and copy any document we file with the SEC at its public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. We are an "electronic filer" and you can also obtain our reports,
statements and other information about us from the SEC's Website at
http://www.sec.gov.

Under certain circumstances, we may "incorporate by reference" information
included in a document we file with the SEC, which means that we can disclose
information to you by referring you to that document. The information
incorporated by reference is considered to be part of this prospectus;
information included in a document that we file later with the SEC will
automatically update and supersede all previous information. We incorporate by
reference the documents listed below, as well as any documents that we may file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (File No. 0-28104) prior to the termination of this offering.

1. Our Annual Report on Form 10-K for our fiscal year ended December 31,
2000;

2. Our Quarterly Report on Form 10-Q for our fiscal quarter ended March 31,
2001; and

3. The "Description of Registrant's Securities to be Registered" contained
in our Registration Statement on Form 8-A (File No. 0-28104), filed March 29,
1996, and the "Description of Securities -- Common Stock" incorporated therein
by reference to our Registration Statement on Form SB-2 (Reg. No. 333-2048-LA).

You may obtain from us a copy of any or all of these documents, at no cost,
upon your written or oral request to our Chief Financial Officer at the
following address facsimile number and telephone number:

JAKKS Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265
Facsimile: (310) 455-6352
Telephone: (310) 456-7799

11
14

- ------------------------------------------------------
- ------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED IN THIS
PROSPECTUS. NO ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED OR INCORPORATED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL,
AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE
OFFERS AND SALES ARE PERMITTED. YOU SHOULD NOT INFER FROM THE DELIVERY OF THIS
PROSPECTUS OR THE SALE OF ANY SHARES OF OUR COMMON STOCK AFTER THE DATE OF THIS
PROSPECTUS THAT THE INFORMATION CONTAINED OR INCORPORATED HEREIN OR OUR BUSINESS
OR CONDITION HAVE NOT CHANGED SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 2
Risk Factors.......................... 3
Disclosure Regarding Forward-Looking
Statements.......................... 9
Use of Proceeds....................... 9
Selling Stockholder................... 10
Plan of Distribution.................. 10
Legal Matters......................... 11
Experts............................... 11
Where You Can Find More Information... 11

- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
166,875 SHARES

JAKKS PACIFIC INC.

COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 2001
- ------------------------------------------------------
- ------------------------------------------------------
15

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All such expenses will be paid by the Registrant;
none will be paid by the selling stockholders.

SEC registration fee................................................ $ 657
*Blue sky fees and expenses (including legal fees)................... 0
Nasdaq National Market listing fee ................................. 1,669
*Printing and engraving expenses..................................... 15,000
*Legal fees and expenses............................................. 20,000
*Accounting fees and expenses........................................ 0
*Miscellaneous....................................................... 2,674
-------
*TOTAL..................................................... $40,000

- ----------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Certificate of Incorporation provides that the personal
liability of the directors of the Registrant shall be limited to the fullest
extent permitted by the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware (DGCL). Section 102(b)(7) of the DGCL
generally provides that no director shall be liable personally to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that the Certificate of Incorporation does not eliminate the
liability of a director for (1) any breach of the director's duty of loyalty to
the Registrant or its stockholders; (2) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (3) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (4) any transaction from which such director derives an
improper personal benefit. The effect of this provision is to eliminate the
rights of the Registrant and its stockholders to recover monetary damages
against a director for breach of her or his fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (1)

II-1
16

through (4) above. The limitations summarized above, however, do not affect the
ability of the Registrant or its stockholders to seek nonmonetary remedies, such
as an injunction or rescission, against a director for breach of her or his
fiduciary duty.

In addition, the Certificate of Incorporation provides that the Registrant
shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all
persons whom it may indemnify pursuant to Section 145 of the DGCL. In general,
Section 145 of the DGCL permits the Registrant to indemnify a director, officer,
employee or agent of the Registrant or, when so serving at the Registrant's
request, another company who was or is a party or is threatened to be made a
party to any proceeding because of his or her position, if he or she acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Registrant maintains a directors' and officers' liability insurance
policy covering certain liabilities that may be incurred by any director or
officer in connection with the performance of his or her duties and certain
liabilities that may be incurred by the Registrant, including the
indemnification payable to any director or officer. This policy provides for $20
million in maximum aggregate coverage, including defense costs. The entire
premium for such insurance is paid by the Registrant.

ITEM 16. EXHIBITS

Exhibit
Number

3.1.1 Restated Certificate of Incorporation of the Registrant (1)

3.1.2 Certificate of Designation and Preferences of Series A Cumulative
Convertible Preferred Stock of the Registrant (2)

3.1.3 Certificate of Elimination of All Shares of 4% Redeemable Convertible
Preferred Stock of the Registrant (2)

3.1.4 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant (3)

3.2.1 By-Laws of the Registrant (1)

3.2.2 Amendment to By-Laws of the Registrant (4)

5.1 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine
LLP (5)

23.1 Consent of Pannell Kerr Forster, Certified Public Accountants, A
Professional Corporation (5)

23.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP
(included in Exhibit 5.1) (5)

II-2
17

Exhibit
Number
- ------

24.1 Power of Attorney(5)

- --------
(1) Incorporated herein by reference to the exhibits to the Registrant's
registration statement on Form SB-2 (File No. 333-2048-LA).
(2) Incorporated herein by reference to the exhibits to the Registrant's
current report on Form 8-K, filed April 7, 1998.
(3) Incorporated herein by reference to exhibit 4.1.2 to the Registrant's
registration statement on Form S-3 (Reg. No. 333-74717).
(4) Incorporated herein by reference to the exhibits to the Registrant's
registration statement on Form SB-2 (File No. 333-22583).
(5) Filed herewith.

ITEM 17. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof), which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

II-3
18

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

3. The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and that offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.

4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-4
19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malibu, State of California, on June 1, 2001.

JAKKS PACIFIC, INC.

By: /s/ JACK FRIEDMAN
------------------------------------
Jack Friedman, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JACK FRIEDMAN Chief Executive Officer and Chairman June 1, 2001
- --------------------- (Principal Executive Officer)
Jack Friedman

/s/ JOEL M. BENNETT Chief Financial Officer June 1, 2001
- --------------------- (Principal Financial Officer and
Joel M. Bennett Principal Accounting Officer)

/s/ STEPHEN G. BERMAN Director June 1, 2001
- ---------------------
Stephen G. Berman

/s/ DAVID C. BLATTE Director June 1, 2001
- ---------------------
David C. Blatte

/s/ ROBERT E. GLICK Director June 1, 2001
- ---------------------
Robert E. Glick

/s/ MICHAEL G. MILLER Director June 1, 2001
- ---------------------
Michael G. Miller

/s/ MURRAY L. SKALA Director June 1, 2001
- ---------------------
Murray L. Skala

II-5
20

EXHIBIT INDEX

Exhibit
Number
- -------

3.1.1 Restated Certificate of Incorporation of the Registrant (1)

3.1.2 Certificate of Designation and Preferences of Series A Cumulative
Convertible Preferred Stock of the Registrant (2)

3.1.3 Certificate of Elimination of All Shares of 4% Redeemable Convertible
Preferred Stock of the Registrant (2)

3.1.4 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant (3)

3.2.1 By-Laws of the Registrant (1)

3.2.2 Amendment to By-Laws of the Registrant (4)

5.1 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine
LLP (5)

23.1 Consent of Pannell Kerr Forster, Certified Public Accountants, A
Professional Corporation (5)

23.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP
(included in Exhibit 5.1) (5)

24.1 Power of Attorney(5)

- ---------------
(1) Incorporated herein by reference to the exhibits to the Registrant's
registration statement on Form SB-2 (File No. 333-2048-LA).
(2) Incorporated herein by reference to the exhibits to the Registrant's
current report on Form 8-K, filed April 7, 1998.
(3) Incorporated herein by reference to exhibit 4.1.2 to the Registrant's
registration statement on Form S-3 (Reg. No. 333-74717).
(4) Incorporated herein by reference to the exhibits to the Registrant's
registration statement on Form SB-2 (File No. 333-22583).
(5) Filed herewith.