JAKKS PACIFIC INC — Director's Dealing 2004

Aug 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JAKKS PACIFIC INC (JAKK)
CIK: 0001009829
Period of Report: 2004-08-10

Reporting Person: Bennett Joel M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-10	Common Stock	S	10000	$19.50	Disposed	136760	Direct
2004-08-11	Common Stock	S	29510	$19.25	Disposed	107250	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$16.25	2007-07-11	Common Stock (20000)	20000	Direct
Options	$7.875	2006-06-22	Common Stock (61869)	61869	Direct
Options	$7.875	2006-05-08	Common Stock (3001)	3001	Direct
Options	$7.875	2005-12-30	Common Stock (6200)	6200	Direct
Options	$7.875	2005-02-09	Common Stock (14133)	14133	Direct

Footnotes

F1: Holder's right to such shares are subject to the terms of that certain March 27, 2003 Restricted Stock Award Agreement by and between the Holder and the Issuer. Such Agreement (i) prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering 60,000 of such shares prior to January 1, 2005; and (ii) provides that the Holder will forfeit his rights to all or some of such 60,000 shares unless certain conditions precedent are met prior to January 1, 2005. Upon such forfeiture, the Agreement provides, inter alia, that such forfeited shares will become authorized but unissued shares of the Issuer's common stock.

F2: This option is immediately excercisable, except as follows: 5,000 shares become exercisable on 7/12/05 and 6,000 shares become exercisable on 7/12/06.

F3: This option is immediately exercisable, except as follows: 21,836 shares become exercisable on 6/23/05.

F4: This option is immediately exercisable, except as follows: 1,058 shares become exercisable on 5/8/05.

F5: This option is immediately exercisable, except as follows: 2,656 shares become exercisable on 12/30/2004.

F6: This option is immediately exercisable.