SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BIANCO MICHAEL (Last) (First) (Middle) 1625 CROWN RIDGE COURT (Street) WESTLAKE VILLAGE CA 91362 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JAKKS PACIFIC INC [ JAKK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 10/13/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								232,050(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$16.25	10/13/2004		J			150,000	(3)	(3)	Common Stock	150,000	(3)	0	D
Options	$7.875	10/13/2004		J			32,223	(3)	(3)	Common Stock	32,223	(3)	0	D
Options	$7.875	10/13/2004		J			31,750	(3)	(3)	Common Stock	31,750	(3)	0	D
Options	$7.875	10/13/2004		J			8,306	(3)	(3)	Common Stock	8,306	(3)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	MICHAEL BIANCO	10/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.