JAKKS PACIFIC INC — Director's Dealing 2004

Oct 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2004-10-13

Reporting Person: BIANCO MICHAEL (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-13	Options	$16.25	J	150000	Disposed		Common Stock (150000)	Direct
2004-10-13	Options	$7.875	J	32223	Disposed		Common Stock (32223)	Direct
2004-10-13	Options	$7.875	J	31750	Disposed		Common Stock (31750)	Direct
2004-10-13	Options	$7.875	J	8306	Disposed		Common Stock (8306)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	232050	Direct

Footnotes

F1: 96,000 of such shares were issued pursuant to the terms of the Holder's March 26, 2003 Amended and Restated Employment Agreement (the "Employment Agreement") with the Issuer as modified by that certain Consulting Agreement between the Holder and Issuer, effective as of October 13, 2004 (the "Consulting Agreement") and are further subject to the terms of that certain January 1, 2004 Restricted Stock Award Agreement (the "Agreement") by and between the Holder and Issuer.

F2: The Agreement, as amended by the terms of the Consulting Agreement, prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering (a) 48,000 of the 96,000 shares prior to January 1, 2005, (b) 24,000 shares prior to January 1, 2006 and (c) the remaining 24,000 shares prior to January 1, 2007.

F3: Pursuant to the terms of that certain Termination Agreement between the Holder and Issuer, effective as of October 13, 2004, the Employment Agreement has been terminated and all 222,279 of the Holder's unexercised stock options (vested and unvested) have been canceled.