FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * BERMAN STEPHEN G   2. Issuer Name and Ticker or Trading Symbol JAKKS PACIFIC INC [JAKK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO, President and Secretary (Last) (First) (Middle) C/O JAKKS PACIFIC, INC., 22619 PACIFIC COAST HIGHWAY 3. Date of Earliest Transaction (Month/Day/Year) 02/09/2005 (Street) MALIBU, CA 90265 4. If Amendment, Date 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 (City) (State) (Zip) 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 02/09/2005   M   93,784 A $ 7.875 573,784 (1) (2) D

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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 Underlying Securities (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 of Derivative Security: 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

(3)

07/11/2007

Common Stock

175,000

175,000

D

Options

$ 7.875

(4)

06/22/2006

Common Stock

18,955

18,955

D

Options

$ 7.875

(5)

09/15/2005

Common Stock

107,991

107,991

D

Options

$ 7.875

(5)

08/12/2005

Common Stock

55,308

55,308

D

Options

$ 7.875

02/09/2005

M

93,784

(5)

02/09/2005

Common Stock

93,784

$ 7.875

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERMAN STEPHEN G C/O JAKKS PACIFIC, INC. 22619 PACIFIC COAST HIGHWAY MALIBU, CA 90265	X		COO, President and Secretary

Signatures

/s/ Stephen G. Berman		03/01/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 120,000 shares issued pursuant to the terms of Holder's 1/1/03 Employment Agreement with the Issuer and are further subject to the terms of that certain January 1, 2005 Restriced Stock Award agreement (the "Agreement") by and between the Holder and the Issuer. The Agreement provides that the Holder will forfeit his rights to all 120,000 shares unless certain conditions precedent are met prior to January 1, 2006, including the condition that the Issuer's Pre-Tax Income (as defined in the Agreement) for 2005 exceeds $2,000,000, whereupon the forfeited shares will become authorized but unissued shares of the Issuer's common stock.
(2)	The Agreement prohibits the Holder from selling, assigning, transferring, pledging or otherwise encumbering (a) 60,000 of the 120,000 shares (referred to in footnote 1) prior to January 1, 2006 and (b) the remaining 60,000 shares prior to January 1, 2007; provided, however, that if the Issuer's Pre-Tax Income for 2005 exceeds $2,000,000 and the Issuer's Adjusted EPS Growth (as defined in the Agreement) for 2005 increases by certain percentages as set forth in the Agreement, the vesting of some or all of the 60,000 shares that would otherwise vest on January 1, 2007 will be accelerated to the date the Adjusted EPS Growth is determined.
(3)	This option is immediately exercisable, except as follows: 26,250 shares became exercisable on 7/12/03, 26,250 shares became exercisable on 7/12/04, 43,750 shares become exercisable on 7/12/05 and 52, 500 shares become exercisable on 7/12/06.
(4)	This option is immediately exercisable, except as follows: 2,843 shares became exercisable on 6/23/03, 4,739 shares became exercisable on 6/23/04 and 5,687 shares become exercisable on 6/23/05.
(5)	This option is immediately exercisable.

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