FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]      AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 0-7843

                          4Kids Entertainment, Inc.
           (Exact name of registrant as specified in its charter)

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

  1414 Avenue of the Americas, New York, New York       10019
      (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: (212) 758-7666

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
                      Common Stock, $.01 par value
                                (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
                               Yes  X     No ___

     Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  [X]

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: $3,331,247 (based upon the average of the high and low prices
of Registrant's Common Stock, $.01 par value, as of March 17, 1997).

     Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

Common Stock, $.01 Par Value                   2,944,831
     (Title of Class)                 (No. of Shares Outstanding
                                           at March 17, 1997)

      DOCUMENTS INCORPORATED BY REFERENCE:  Definitive Proxy Statement on
    Schedule 14A for Annual Meeting of Shareholders to be Held April 30, 1997


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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date:  May 8, 1997                                   4KIDS ENTERTAINMENT, INC.



                                                     By
                                                              Alfred R. Kahn,
                                                           Chairman of the Board



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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<S>                                                  <C>
Date:  May 8, 1997
                                                            Alfred R. Kahn
                                                        Chairman of the Board,
                                                       Chief Executive Officer and
                                                                Director


Date:  May 8, 1997
                                                            Randy O. Rissman,
                                                                Director


Date:  May 8, 1997
                                                             Gerald Rissman,
                                                                Director


Date:  May 8, 1997
                                                           Joseph P. Garrity,
                                                     Executive Vice President,
                                                     Treasurer, Principal Financial
                                                     Officer and Principal Accounting
                                                                Officer

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