As filed with the Securities and Exchange Commission on November 27, 2002

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            4KIDS ENTERTAINMENT, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New York                                                              13-2691380
--------------------------------------------------------------------------------
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

1414 Avenue of the Americas, New York, New York                            10019
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                             2002 Stock Option Plan
                           --------------------------
                            (Full Title of the Plan)

                                 Rory A. Greiss
                                Kaye Scholer LLP
                                 425 Park Avenue
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 836-8261
--------------------------------------------------------------------------------
                     (Telephone number, including area code,
                              of agent for service)


<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed      Proposed
   Title of                             Maximum       Maximum
  Securities           Amount          Offering      Aggregate        Amount of
     to be             to be           Price Per     Offering       Registration
  Registered         Registered        Share (1)     Price (1)          Fee
--------------------------------------------------------------------------------
 Common Stock,
par value $.01     600,000 shares      $23.76(2)    $14,256,000       $1,311.55
  per share

--------------
(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee, based upon the average of the high and low prices of
      the Common Stock on The New York Stock Exchange on November 26, 2002.

      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

      See Item 2 below.

Item 2. Registrant Information and Employee Plan Annual Information.

      The document containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10 (a) of the Securities Act of 1933, as
amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, are incorporated by
reference into this Registration Statement.


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<PAGE>

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed with the Securities and Exchange Commission on April 1,
2002.

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002 filed with the Securities
and Exchange Commission on May 15, 2002, August 14, 2002 and November 14, 2002,
respectively.

      (c) The Registrants' Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 23, 2002 and all other
reports filed pursuant to Section 13(a) of 15(d) of the Securities Exchange Act
of 1934, as amended, since December 31, 2001.

      (d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on September 13, 2000.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interest of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Officers and Directors.

      Section 721 through 726 inclusive of the Business Corporation Law of New
York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Registrant's Certificate of Incorporation and Bylaws require the Registrant to
indemnify its officers, directors and employees to the fullest extent permitted
by law, including full or partial indemnification for any judgment, settlement
or related expense. In addition, advances of expenses to officers and directors
are permitted upon an undertaking by the person to be indemnified to repay all
such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Registrant's Certificate
of Incorporation applies to all actions and proceedings including those brought
by or in the right of the Registrant. Directors and officers remain liable for
acts and omissions not in good faith or which involve intentional misconduct and
transactions from which such officer or director derives improper personal
benefit. In addition, in March 2002 the Registrant purchased an aggregate of
$50,000,000 of insurance from National Union Fire Insurance Company of
Pittsburgh for indemnification of all of its directors and officers at a cost of
$480,700.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit Number                         Description
--------------   ---------------------------------------------------------------
    5.1          Opinion of Kaye Scholer LLP.

   10.1          2002 Stock Option Plan - incorporated by reference to the
                 Registrant's Definitive Proxy Statement relating to the
                 Registrant's 2002 Annual Meeting of Stockholders filed with the
                 Securities and Exchange Commission on April 23, 2002.

   23.1          Consent of Deloitte & Touche LLP.

   23.2          Consent of Kaye Scholer LLP (included in Exhibit 5.1).


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<PAGE>

Item 9. Undertakings.

      (a) 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, as amended;

            (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; and

            (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. 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 Securities and
                  Exchange Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in 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;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange
            Act of 1934 that are incorporated by reference in this registration
            statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, as amended, 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.

            (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.

            (4) The undersigned registrant hereby undertakes that, for purposes
      of determining any liability under the Securities Act of 1933, as amended,
      each filing of the registrant's annual report pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934, as amended, 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.

            (5) Insofar as indemnification for liabilities arising under the
      Securities Act of 1933, as amended, 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


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<PAGE>

      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.


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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of New York, state of New York, on this 27th day of
November, 2002.

                                          4KIDS ENTERTAINMENT, INC.

                                          By /s/ ALFRED R. KAHN
                                             -----------------------------------
                                             Alfred R. Kahn
                                             Chairman of the Board

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

Date: November 27, 2002              /s/ ALFRED R. KAHN
                                     -----------------------------------------
                                     Alfred R. Kahn,
                                     Chairman of the Board
                                     Chief Executive Officer
                                     and Director

Date: November 27, 2002              /s/ JOEL I. COHEN
                                     -----------------------------------------
                                     Joel I. Cohen,
                                     Director

Date: November 27, 2002              /s/ JAY EMMETT
                                     -----------------------------------------
                                     Jay Emmett,
                                     Director

Date: November 27, 2002              /s/ STEVEN M. GROSSMAN
                                     -----------------------------------------
                                     Steven M. Grossman
                                     Director

Date: November 27, 2002              /s/ JOSEPH P. GARRITY
                                     -----------------------------------------
                                     Joseph P. Garrity,
                                     Executive Vice President, Treasurer,
                                     Principal Financial Officer,
                                     Principal Accounting Officer and Director


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<PAGE>

                                 Exhibit Index


Exhibit Number                         Description
--------------   ---------------------------------------------------------------
    5.1          Opinion of Kaye Scholer LLP.

   10.1          2002 Stock Option Plan - incorporated by reference to the
                 Registrant's Definitive Proxy Statement relating to the
                 Registrant's 2002 Annual Meeting of Stockholders filed with the
                 Securities and Exchange Commission on April 23, 2002.

   23.1          Consent of Deloitte & Touche LLP.

   23.2          Consent of Kaye Scholer LLP (included in Exhibit 5.1).


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