SECURITIES AND EXCHANGE COMMISSION 
                             WASHINGTON, D.C. 20549 
                                    Form 10-K/A

         (Mark One) 
         [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                  SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended  December 31, 1997

                                       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 number 1-9599 
                                                 ------

                             GALOOB TOYS, INC.
             (Exact name of registrant as specified in its charter) 

               Delaware                                        94-1716574 
  -------------------------------                          ----------------
  (State or other jurisdiction of                          (I.R.S. Employer 
   incorporation or organization)                        Identification Number) 

500 Forbes Boulevard So. San Francisco, CA                      94080 
- ------------------------------------------                 ----------------
(Address of principal executive offices)                     (Zip Code) 

        Registrant's telephone number, including area code: (650)952-1678 

           Securities registered pursuant to Section 12(b) of the Act: 

                                                       Name of each exchange on
         Title of each class                               which registered 
         -------------------                               ----------------
Common Stock, Par Value $.01 Per Share                 New York Stock Exchange 

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










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
such 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 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.[ ]

The aggregate market value of the voting stock held by persons who are not 
officers or directors (or their affiliates) of the registrant, as of March 02, 
1998, was approximately $159,000,000.

The number of shares outstanding of each of the registrant's classes of common 
stock, as of March 02, 1998, was as follows: 

                  Class                                    Number of Shares 
                  -----                                    ----------------
Common Stock, Par Value $.01 Per Share                        18,109,864

                       DOCUMENTS INCORPORATED BY REFERENCE 

                                      None



        EXPLANATORY NOTE

This Amendment No.1 on Form 10-K/A amends and restates in 
their entirety the following items of Part III of the Annual Report 
on Form 10-K of Galoob Toys, Inc. (the "Company") for the fiscal year 
ended December 31, 1997 to add information required by Part III Item 
10. Directors and Executive Officers of the Registrant; Item 11. 
Executive Compensation; Item 12. Security Ownership of Certain 
Beneficial Owners and Management; and Item 13. Certain Relationships 
and Related Transactions; and an amended Exhibit 23-1.



<PAGE>

                                  PART III

Item 10.        Directors and Executive Officers of the Registrant

The directors and executive officers and their respective positions are as 
follows:


<TABLE> 
<CAPTION> 
         Name           Age                       Position
----------------------- ---- --------------------------------------------------
<S>                     <C>  <C>
 Mark D. Goldman.......  47  President, Chief Executive Officer and Director

 William G. Catron.....  52  Executive Vice President, General Counsel, Chief
                             Administrative Officer and Secretary

 Andrew J. Cavanaugh...  51  Director

 Scott R. Heldfond.....  52  Director

 Ronald D. Hirschfeld..  47  Executive Vice President, International Sales &
                             Marketing

 S. Lee Kling..........  69  Director

 Roger J. Kowalsky.....  63  Executive Vice President and Director

 Gary J. Niles.........  58  Executive Vice President, Marketing and Product
                             Acquisition

 Louis R. Novak........  50  Executive Vice President and Chief Operating
                             Officer

 Craig Louisana........  41  Senior Vice President, Sales

 Kathleen R. McElwee...  43  Senior Vice President and Chief Financial Officer

 Ronnie Soong..........  51  Managing Director of Galco International Toys, Ltd.

</TABLE> 


        Mark D. Goldman, a Director of the Company since 1987, has 
served as President and Chief Executive Officer of the Company since 
June, 1991.  From 1987 to 1991, Mr. Goldman served as Executive Vice 
President and Chief Operating Officer.  Prior to 1987, Mr. Goldman 
served in various executive capacities at Ages Entertainment 
Software, Inc. (formerly Sega Enterprises, Inc.) and Mattel, Inc.  
Mr. Goldman's term will expire in 2000.

        William G. Catron has served as Executive Vice President, 
General Counsel and Chief Administrative Officer since May 1992 and 
as Corporate Secretary of the Company since June 1995.  From 1985 to 
1992, Mr. Catron was Senior Vice President, Assistant General Counsel 
for Paramount Pictures Corporation.  Prior to 1985, Mr. Catron served 
in various executive capacities at Ages Entertainment Software, Inc. 
(formerly Sega Enterprises, Inc.) and Mattel, Inc.

        Andrew J. Cavanaugh, a Director of the Company since 1993, 
serves as a Senior Vice President -- Corporate Human Resources of The 
Estee Lauder Companies Inc. He has been affiliated with Estee Lauder 
in an executive capacity since 1988. Prior to undertaking his current 
position, Mr. Cavanaugh served as a Senior Consultant with Coopers & 
Lybrand, New York City, from 1986 through 1988, and Senior Vice 
President Administration of Paramount Pictures Corporation from 1984 
through 1986.  Mr. Cavanaugh's term will expire in 1999.

        Scott R. Heldfond, a Director of the Company since 1986, has 
served as President and Chief Executive Officer of Frank Crystal & 
Co. of California Inc., an insurance brokerage firm since February 
1997.  Prior to undertaking his current position, Mr. Heldfond served 
as Managing Director of Hales Capital Advisors, LLC, an insurance 
industry merchant bank firm, since January 1995, and he also served 
as a consultant to AON Risk Services (successor entity to Rollins 
Hudig Hall and DSI Insurance Services) ("AON"), an insurance broker. 
From 1992 to 1994, he was President and CEO of Rollins Real 
Estate/Investment, and prior thereto was President and CEO of DSI 
Insurance Services.  The Company retained the services of AON (with 
which Mr. Heldfond is no longer associated) for insurance brokerage 
in 1997.  On December 24, 1997, the Company retained the insurance 
brokerage services of Frank Crystal & Co. of California Inc.  Mr. 
Heldfond's term will expire in 1998. 

        Ronald D. Hirschfeld has served as Executive Vice President, 
International Sales and Marketing of the Company since February 1994. 
 From 1989 to 1994, Mr. Hirschfeld served as Senior Vice President, 
International Sales and Marketing.  Mr. Hirschfeld served as Senior 
Vice President, International Operations from 1987 to 1989 and has 
held various positions with the Company since 1978. 

        S. Lee Kling, a Director of the Company since 1991, has served 
since 1991 as Chairman of the Board of Kling Rechter & Company, a 
merchant banking company which operates in partnership with Barclays 
Bank PLC. Mr. Kling served as Chairman of the Board of Landmark 
Bancshares Corporation, a bank holding company in St. Louis, Missouri 
("Landmark"), until December 1991 when Landmark merged with Magna 
Group, Inc.  Mr. Kling serves on the Boards of Directors of Magna 
Group, Inc., Falcon Products, Co., Bernard Chaus Inc., Top Air 
Manufacturing, Inc., National Beverage Corp., Hanover Direct, Inc. 
and Electro Rent Corp.  Mr. Kling's term will expire in 1999.

        Roger J. Kowalsky, a Director of the Company since 1994,  
has served as Executive Vice President of the Company since June 1996,  
and served as Chief Financial Officer of the Company from June 1996 
to December 1997.  From 1989 to 1996, Mr. Kowalsky served as Director 
of the Vermont Studio Center.  From 1983 to 1986, Mr. Kowalsky served 
as Senior Vice President, Finance & Administration for Yale Materials 
Handling Corporation. From 1969 to 1982, Mr. Kowalsky worked at 
Pullman Inc., rising to Executive Vice President, Finance and 
Administration and President of Pullman Trailmobile, a subsidiary of 
Pullman, Inc.  Mr. Kowalsky's term will expire in 1998. 

        Gary J. Niles has served as Executive Vice President, Marketing 
and Product Acquisition of the Company since February 1992.  From 
1989 to 1992, Mr. Niles served as Senior Vice President, Toy Boys 
Division.  Before joining the Company, Mr. Niles was an executive 
with U.A.C., Ltd., a division of Universal Matchbox, Revell 
Incorporated and Ages Entertainment Software, Inc. (formerly Sega 
Enterprises, Inc.)

        Louis R. Novak has served as Executive Vice President and Chief 
Operating Officer of the Company since February 1992.  From 1989 to 
1992, Mr. Novak served as Senior Vice President, Operations.  From 
1986 to 1989 he was Senior Vice President, Worldwide Product 
Operations for Coleco Industries, Inc.  Prior to 1986, Mr. Novak was 
an executive with All American Gourmet Company, Inc., a manufacturer 
of frozen food products, and for Mattel, Inc.

        Craig S. Louisana has served as Senior Vice President, Sales of 
the Company since November 1997.  From 1995 to 1997, Mr. Louisana 
served as Director of Field Sales for the Company and as Senior 
Account Executive from 1993 to 1995.  Prior to joining the Company, 
Mr. Louisana held various sales positions with Mattel, Inc. and 
Kenner Toys.

        Kathleen R. McElwee has served as Senior Vice President and 
Chief Financial Officer of the Company since January 1998.  From 1995 
to December 1997, Ms. McElwee was Vice President of Corporate 
Financial Planning, Analysis and Reporting.  From 1993 to 1995, Ms. 
McElwee held various positions with Nissan Motor Corporation.  From 
1990 to 1993, Ms. McElwee was with Canteen Corporation, a subsidiary 
of Flagstar Cos., and served as Chief Financial Officer in 1993.

        Ronnie Soong has served as Managing Director of Galco since May 
1995.  From 1993 to 1995, Mr. Soong served as General Manager of 
Galco.  From 1989 to 1993, Mr. Soong was General Manager of Zindart 
Industrial Co., Ltd.  Prior to 1989, Mr. Soong was the General 
Manager of Buddy L (HK) Ltd. and an executive with the Ertl Company 
in Taiwan from 1987 to 1989.




SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), requires the Company's officers and 
directors, and any persons who own more than ten percent of the 
Company's Common Shares to file reports of initial ownership of the 
Company's Common Stock and subsequent changes in that ownership with 
the Securities and Exchange Commission and the New York Stock 
Exchange. Officers, directors and greater than ten-percent beneficial 
owners are also required to furnish the Company with copies of all 
Section 16(a) forms they file. Based solely upon a review of the 
copies of the forms furnished to the Company, or written 
representations from certain reporting persons that no Forms 5 were 
required, the Company believes that it complied with all Section 
16(a) filing requirements during the 1997 fiscal year, except that 
Kathleen R. McElwee and Craig S. Louisana filed Forms 3 late.

<PAGE>
















































ITEM 11.        Executive Compensation

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

        The following table summarizes the compensation paid by the 
Company and its subsidiaries, as well as certain other compensation 
paid or accrued, to the Chief Executive Officer of the Company and 
the other five most highly compensated executive officers of the 
Company who earned in excess of $100,000 for the Company's fiscal 
years ended December 31, 1995, 1996 and 1997 (each person appearing 
in the table is referred to as a "Named Executive"):


                        SUMMARY COMPENSATION TABLE(1) 
<TABLE>
<CAPTION>

                                    Annual Compensation               Long
                                    -------- --------  Other          Term
                                                       Annual       Compen-   All other
                                                      Compen-        sation    Compen-
                                     Salary   Bonus    sation      ----------  sation
Name and Principal Position  Year     ($)      ($)      ($)        Options(#)  ($)(2)
-------------------------- -------- -------- -------- --------     ---------- ---------
<S>                        <C>      <C>      <C>      <C>      <C> <C>        <C>

Mark D. Goldman               1997  500,000        0   89,130  (3)   150,000     5,140
  President and Chief         1996  500,000  937,500        0         36,140     4,660
  Executive Officer           1995  400,000  750,000        0        200,000     3,980

Gary J. Niles                 1997  335,000        0        0         75,000     2,250
  Executive Vice President,   1996  320,417  418,750        0         28,130     2,550
  Marketing and Product       1995  300,000  360,000        0              0     1,440
  Acquistion

Louis R. Novak                1997  300,000        0        0         75,000       870
  Executive Vice President    1996  291,169  375,000        0         28,130       870
  and Chief Operating         1995  272,803  334,567        0              0       870
  Officer

William G. Catron             1997  252,825        0        0         60,000     1,440
  Executive Vice President,   1996  248,289  316,031        0         24,520     1,440
  General Counsel, Chief      1995  236,729  217,745        0              0       870
  Administrative Officer
  and Secretary

Ronald D. Hirschfeld          1997  251,057        0        0         60,000       870
  Executive Vice President,   1996  246,552  313,821        0         24,520       870
  International Sales and     1995  235,073  216,222        0              0     1,440
  Marketing

Roger J. Kowalsky             1997  259,992        0   46,535  (4)    60,000     3,510
  Executive Vice President    1996  128,330  325,000        0        114,440     1,685
  and Director                1995        0        0        0              0         0


</TABLE> 


(1)     Other than as provided in this table, there were no other 
transactions among the Named Executives and the Company which 
are required to be reported in this table.

(2)     These amounts represent premiums paid by the Company with 
respect to term life insurance.  

(3)     This amount includes $68,452 of imputed interest from Mr. 
Goldman's note payable to the Company.  

(4)     This amount represents $32,135 and $14,400 paid to Mr. Kowalsky 
for relocation and auto allowance respectively.  



                            STOCK OPTIONS

        The following table contains information concerning the grant 
of stock options to the Named Executives during the Company's last 
fiscal year:  



                        OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                                              Individual Grants
                                           -------------- ---------

                                              % of Total
                                Shares of        Options
                             Common Stock     Granted to
                               Underlying   Employees in  Exercise              Grant Date
                                  Options    Fiscal Year     Price  Expiration Present Value
Name                              Granted   (of 928,000)    ($/US)       Date       ($)(1)
-------------------------- --------------- -------------- --------- ---------- ------------
<S>                        <C>             <C>            <C>       <C>        <C>
Mark D. Goldman                   150,000           16.2%    15.75    1/27/07    1,399,500

Gary J. Niles                      75,000            8.1%    15.75    1/27/07      699,825

Louis R. Novak                     75,000            8.1%    15.75    1/27/07      699,825

William G. Catron                  60,000            6.5%    15.75    1/27/07      559,860

Ronald D. Hirschfeld               60,000            6.5%    15.75    1/27/07      559,860

Roger J. Kowalsky                  60,000            6.5%    15.75    1/27/07      559,860

</TABLE> 

(1)     The Grant Date Present Values were determined using the 
Black-Scholes option pricing model.  Assumptions used for the 
model are as follows:  an option term of 4.7 years, stock 
volatility of 66%, dividend yield of 0%, and a risk-free rate 
of return of 6.1%.  Options will only have values to the extent 
the Common Stock Price exceeds the Exercise Prices above.  To 
fully realize the aggregate values shown above, based upon the 
Black-Scholes option model, the Common Stock price must exceed 
$25 per share; the options in the above table vest at prices 
ranging from $25 to $35.  The Grant Date Present Values do not 
take into account risk factors such as non-transferability and 
limits on exercisability.  The Black-Scholes option pricing 
model is a commonly utilized model for valuing options.  The 
model assumes that the possibilities of future stock returns 
(dividends plus share price appreciation) resemble a normal 
"bell-shaped" curve.  In assessing the Grant Date Present 
Values indicated in the above table, it should be kept in mind 
that no matter what theoretical value is placed on an option on 
the date of grant, the ultimate value of the option is 
dependent on the market value of the Common Stock at a future 
date, which will depend to a large degree on the efforts of the 
Named Executives to bring future success to the Company for the 
benefit of all stockholders.

The Company does not currently grant stock appreciation rights.




AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END 
OPTION VALUES

        The following table sets forth information with respect to the 
options exercised by the Named Executives during the 1997 fiscal year 
and the unexercised options held by the Named Executives as of the 
end of the 1997 fiscal year.

<TABLE>
<CAPTION>
                                                   Number of Securities   Value of Unexercised
                                                  Underlying Unexercised      In-the-Money 
                       Shares                        Options at Fiscal      Options at fiscal
                      Acquired                         Year End (#)          Year-End ($)(1)
                         on          Value     ------------ ------------  ---------- ------------
Name                Exercise (#) Realized ($)  Exercisable  Unexercisable Exercisable Unexercisable
------------------  ------------ ------------- ------------ ------------  ---------- ------------
<S>                 <C>          <C>           <C>          <C>           <C>        <C>
Mark D. Goldman               0             0      454,630      186,140   1,264,873            0
Gary J. Niles                 0             0      167,950       93,050     187,471            0
Louis R. Novak                0             0      167,950       93,050     187,471            0
William G. Catron             0             0       96,191       74,440     102,257            0
Ronald D. Hirschfeld          0             0       66,191       74,440      66,632            0
Roger J. Kowalsky             0             0      104,000       74,440       4,375            0

</TABLE> 


(1)     The closing sales price of the Common Stock on the New York 
Stock Exchange on December 31, 1997 was $10.19 per share.






        EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENTS  

        Effective as of November 17, 1997, the Company entered into a 
Severance and Change in Control Agreement (the "Agreement") with Mark 
Goldman, which supersedes and terminates a previous Severance 
Agreement dated October 27, 1994.  The Agreement sets forth certain 
benefits which are payable if Mr. Goldman's employment is terminated 
for various reasons, including termination by the Company (or its 
successor) or by him of his employment either prior to or following a 
change in control of the Company, as follows (the "Severance 
Payment"):

                (i) If Mr. Goldman is terminated for other than cause (as 
defined in the Agreement) prior to a Change in Control (as 
defined in the Agreement), or if Mr. Goldman terminates his 
employment for good reason (as defined in the Agreement) prior 
to a Change in Control, the Agreement provides that the Company 
shall pay to Mr. Goldman a lump sum payment equal to (a) three 
times Mr. Goldman's annual base salary, (b) three times an 
amount equal to the largest dollar bonus paid (including any 
bonus amount that was deferred by Mr. Goldman) in the last five 
years, including the year in which Mr. Goldman's termination of 
employment occurs (the "Owed Bonus"), and (c) three times the 
annual car allowance in effect for Mr. Goldman at the time of 
employment termination and three times the annual insurance, 
maintenance and gasoline costs incurred for Mr. Goldman's 
vehicle during his last full year of employment with the 
Company.  The  Agreement further states that the Company shall 
continue to provide Mr. Goldman with medical, health and 
welfare and insurance benefits for a period of three years from 
the date of Mr. Goldman's termination. 

                (ii)  If Mr. Goldman is terminated by the Company for 
other than cause within twenty-four months following a Change 
in Control, or if Mr. Goldman terminates his employment for 
good reason within twenty-four months following a Change in 
Control, the  Agreement provides that the Company shall pay to 
Mr. Goldman a lump sum payment equal to (a) three times Mr. 
Goldman's annual base salary, (b) three times the Owed Bonus, 
(c) three times the annual car allowance in effect for Mr. 
Goldman at the time of employment termination and three times 
the annual insurance, maintenance and gasoline costs incurred 
for Mr. Goldman's vehicle during his last full year of 
employment with the Company, and (d) the amount of $948,400 
(the "Special Payment") and an additional lump sum payment (the 
"Make-Whole Payment") in such an amount as to pay any income 
taxes and employment taxes on the Special Payment or the Make-
Whole Payment and as to pay the value of the lost tax benefit 
caused by the loss of any tax deduction resulting from Mr. 
Goldman's receipt of the Special Payment or the Make-Whole 
Payment.  The Agreement further states that the Company shall 
continue to provide Mr. Goldman with medical, health and 
welfare and insurance benefits for a period of three years 
following the date of Mr. Goldman's termination.

                (iii) If Mr. Goldman is terminated for cause, or if Mr. 
Goldman terminates his employment for any reason other than for 
good reason, the Agreement provides that the Company must pay 
to Mr. Goldman his unpaid compensation for services prior to 
termination, the value of any accrued unused vacation pay to 
the date of termination, and any amounts owed to Mr. Goldman 
pursuant to any deferred compensation plan.

        The maximum Severance Payment that the Company would have been 
required to make under the Agreement if such amount became payable in 
the fiscal year 1997 was approximately $6,216,575.  In addition, the 
Agreement contains a "gross-up" provision which provides that, to the 
extent that any Severance Payment is subject to certain excise taxes 
occurring as a result of a Change in Control, the Company would make 
an additional gross-up payment so that Mr. Goldman would retain an 
amount of the Severance Payment equal to the amount he would have 
retained had there been no such excise taxes.  Mr. Goldman is 
employed by the Company as its President and Chief Executive Officer 
without an employment agreement. The Company has purchased a life 
insurance policy in a $2,000,000 face amount for Mr. Goldman, who 
designated the beneficiary of such insurance policy.

        Each of the Executive Vice Presidents of the Company named in 
the Summary Compensation Table, entered into a Severance and Change 
in Control Agreement (the "Severance and Change in Control 
Agreements") with the Company, dated as of January 1, 1997, as 
amended on August 13, 1997 and December 15, 1997.  The Severance and 
Change in Control Agreements provide, among other things, that if the 
executive is terminated other than for Cause the executive is 
entitled to continue to receive his salary and certain benefits 
(excluding the continuation of any bonus) for a period of twelve 
months. These severance payments will be reduced in the event that 
the executive commences regular full-time employment during such 
period. If there is a Change in Control (as defined in the Severance 
and Change in Control Agreements) and the executive's employment is 
terminated voluntarily or involuntarily (other than for Cause) prior 
to the first anniversary of a Change in Control, the above-described 
severance package is replaced with a lump sum payment equal to three 
times such executive's annual salary and bonus (as described in the 
Severance and Change in Control Agreements), plus the continuation of 
certain benefits for a thirty-six month period of time. If the 
executive's employment is terminated involuntarily by the Company 
(other than for Cause) during the next twelve months following the 
first anniversary of a Change in Control, the executive is entitled 
to continue to receive his salary and certain benefits (excluding the 
continuation of any bonus) for a period of up to twenty-four months. 
 Any payment or benefit received pursuant to the Severance and Change 
in Control Agreements will be reduced to the extent that such payment 
or benefit would be subject to certain excise taxes occurring as a 
result of a Change in Control.  The Executive Vice Presidents of the 
Company named in the Summary Compensation Table are each employed by 
the Company in their respective positions without an employment 
contract.



<PAGE>






ITEM 12.        Security Ownership of Certain Beneficial Owners and 
                Management

        The following table sets forth certain information as of 
March 31, 1998 with respect to the Common Stock of the Company 
beneficially owned by (a) all persons known to the Company to own 
beneficially more than 5% of the Common Stock of the Company, (b) all 
directors and nominees, (c) the Named Executives (as defined under 
the caption "Executive Compensation") and (d) all executive officers 
and directors of the Company as a group.





                                                     Amount and      Percent of
                                                     Nature of         Common
                                                     Beneficial        Stock
Name of Beneficial Owner(1)                         Ownership(2)    Ownership(2)
--------------------------                          ------------   ------------

Lucas Licensing (3)                                  2,130,000          10.5%
Public Employees Retirement System of Ohio(4)        1,600,000           8.8%
Lucasfilm Ltd.(5)                                    1,450,000           7.4%
State of Wisconsin Investment Board(6)               1,313,000           7.3%
Mellon Bank Corporation(7)                           1,155,489           6.4%
William G. Catron(8)                                   126,917            *
Andrew J. Cavanaugh(9)                                   9,700            *
Mark D. Goldman(10)                                    609,041           3.3%
Scott R. Heldfond(11)                                   11,450            *
Ronald D. Hirschfeld(12)                                66,244            *
S. Lee Kling(13)                                        13,000            *
Roger Kowalsky(14)                                     106,550            *
Gary J. Niles(15)                                      167,950            *
Louis R. Novak(16)                                     178,410            *
All executive officers and directors as a
  group (consisting of 12 persons)(17)               1,325,905           6.8%
---------------
* Less than 1%.


(1)  Unless otherwise indicated, beneficial owner's address is 
Company's address at 500 Forbes Boulevard, South San Francisco, 
California 94080.

(2)  This table identifies persons having sole voting and/or 
investment power with respect to the shares of Common Stock set 
forth opposite their names as of March 31, 1998, according to 
the information furnished to the Company by each of them. A 
person is deemed to be the beneficial owner of shares of Common 
Stock that can be acquired by such person within 60 days from 
March 31, 1998 upon the exercise of options. Percentage of 
Common Stock ownership is based on a total of 18,109,164 shares 
of Common Stock outstanding and assumes in each case that the 
person only, or group only, exercised his or its rights to 
purchase all shares of Common Stock underlying the options.

(3)  Address is PO Box 2009, San Rafael, CA 94912.  Includes options 
to purchase 2,130,000 shares of Common Stock.
(4)  Address is 277 East Town Street, Columbus, OH 43215.

(5)  Address is PO Box 2009, San Rafael, CA 94912.  Includes options 
to purchase 1,450,000 shares of Common Stock.

(6)  Address is PO Box 7842, Madison, WI 53707.

(7)  Address is One Mellon Bank Center, Pittsburgh, PA 15258.

(8)  Includes options to purchase 96,191 shares of Common Stock.  

(9)  Includes options to purchase 8,000 shares of Common Stock.  

(10) Includes options to purchase 454,630 shares of Common Stock.  

(11) Includes options to purchase 8,000 shares of Common Stock.

(12) Includes options to purchase 66,191 shares of Common Stock.  

(13) Includes options to purchase 8,000 shares of Common Stock.

(14) Includes options to purchase 104,000 shares of Common Stock.

(15) Includes options to purchase 167,950 shares of Common Stock.  

(16) Includes options to purchase 167,950 shares of Common Stock.  

(17) Includes an aggregate of options to purchase 1,032,256 shares 
of Common Stock.



<PAGE>


























ITEM 13.        Certain Relationships and Related Transactions

        On August 29, 1996, Mark D. Goldman, President, Chief Executive 
Officer and Director of the Company, borrowed $950,000 in connection 
with the purchase of a personal residence and executed a note payable 
to the Company, which is secured by a second mortgage on such 
residence. The note was amended and restated on November 17, 1997.  
Commencing on the first day of September 1996, principal in the 
amount of $100 is payable on the first of each month.  The note bears 
interest at a rate of zero percent per annum.  The remaining 
principal balance of the note shall be due and  payable on (i) August 
30, 2006, or (ii) as governed in the Amended and Restated Note and 
Mr. Goldman's Severance and Change in Control Agreement, if 
termination of Mr. Goldman's employment with the Company occurs.  


        DIRECTOR COMPENSATION

        Directors, who are not full-time employees of the Company, each 
received in fiscal year 1997 an annual director's fee of $15,000 plus 
$500 for each meeting of the Board of Directors or any committee 
thereof attended by such director. Furthermore, directors who were 
not full-time employees of the Company received an option immediately 
exercisable into 2,000 shares of Common Stock on July 1, 1995 and 
have received and will receive an option immediately exercisable into 
2,000 shares of Common Stock on January 1 of each year thereafter 
until they no longer serve as directors of the Company. The exercise 
price of such options shall be at the market price on the date such 
options are received. All directors are reimbursed by the Company for 
out-of-pocket expenses incurred by them as directors of the Company. 



        COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION  

        The members of the Committee are set forth under "Meetings and 
Committees of the Board of Directors," and their relationship to the 
Company is set forth under "Election of Directors." None of the 
members of the Committee has served as a member of the compensation 
committee of another entity so as to create any compensation 
committee interlock. No members of the Committee are employed by the 
Company.




<PAGE>












                                     PART IV 


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 

         Index to Financial Statements 

         The following consolidated financial statements and schedules of the
Company and its subsidiaries are included as Part II, Item 8 of this Report: 

      (a) 1. Financial Statements                                        Page

             Report of Independent Accountants                            F-1

             Consolidated Financial Statements: 

             Consolidated Balance Sheets - December 31, 1997 and 
             December 31, 1996                                            F-2

             Consolidated Statements of Operations for the years 
             ended December 31, 1997, 1996 and 1995                       F-3

             Consolidated Statements of Changes in Shareholders' 
             Equity for the years ended December 31, 1997, 
             1996 and 1995                                                F-4

             Consolidated Statements of Cash Flows for the years
             ended December 31, 1997, 1996 and 1995                       F-5 to
                                                                          F-6

             Notes to Consolidated Financial Statements                   F-7 to
                                                                          F-23
      (a) 2. Financial Statement Schedules 

             Schedule II - Valuation and Qualifying Accounts and 
             Reserves for the years ended December 31, 1997, 1996 
             and 1995                                                     S-1


         All other schedules have been omitted because they are inapplicable or 
not required, or the information is included in the consolidated financial 
statements or notes thereto. 

      (a) 3. Exhibits 


Exhibit No.                     Description 
------------                     -----------

3.1(a)(1)       Certificate of Incorporation.

3.1(b)(1)       Amendment to Certificate of Incorporation.

3.2(2)          Bylaws.

4.1(3)          Form of Certificate for Shares or Common Stock of Company.

4.3(5)          Form of Rights Agreement, dated as of January 17, 
                1990, between the Company and Mellon Securities Trust Company.
4.4(a)(16)      Warrant, dated as of October 14, 1997, between Lucasfilm 
                Ltd. and Galoob Toys, Inc.

4.4(b)(16)      Warrant, dated as of October 14, 1997, between Lucas 
                Licensing Ltd. and Galoob Toys, Inc.

4.4(c)(16)      Agreement of Strategic Relationship, dated as of October 
                14, 1997, between Lucasfilm Ltd., a California 
                corporation, and Galoob Toys, Inc.

10.1(a)(5)*     Amended and Restated 1984 Employee Stock Option Plan.

10.1(b)(6)*     1994 Senior Management Stock Option Plan

10.1(c)(7)*     Form of Agreement between each of Mark Goldman, William 
                Catron, Lou Novak, Gary Niles, Ronald Hirschfeld and the 
                Company.

10.1(d)(8)*     Form of Amendment No. 1 between each of Mark Goldman, 
                William Catron, Lou Novak, Gary Niles, Ronald Hirschfeld 
                and the Company.

10.1(e)(9)      1995 Non-Employee Directors' Stock Option Plan.

10.1(f)(13)*    Galoob Toys, Inc. 1996 Long Term Compensation Plan

10.1(g)(13)*    Galoob Toys, Inc. 1996 Share Incentive Plan

10.1(h)(14)*    Galoob Toys, Inc. Officer's Deferred Compensation 
Plan

10.3(17)*       Severance and Change in Control Agreement dated November 
                17, 1997 between Mark D. Goldman and the Company.

10.4(a)(14)*    Agreement, dated January 1, 1997, between William 
                G. Catron and the Company.

10.4(b)(14)*    Agreement, dated January 1, 1997, between Ronald 
                Hirschfeld and the Company.

10.4(c)(14)*    Agreement, dated January 1, 1997, between Roger J. 
                Kowalsky and the Company.

10.4(d)(14)*    Agreement, dated January 1, 1997, between Gary J. 
                Niles and the Company.

10.4(e)(14)*    Agreement, dated January 1, 1997, between Louis R. 
                Novak and the Company.

10.5(e)(8)      Amended and Restated Loan and Security Agreement, dated 
                as of March 31, 1995, by and among the Company and 
                Congress Financial Company (Central).

10.6(a)*        Amendments to Agreement, dated August 13 and 
                December 15, 1997 between William G. Catron and the Company.

10.6(b)*        Amendments to Agreement, dated August 13 and 
                December 15, 1997 between Ronald Hirschfeld and the Company.

10.6(c)*        Amendments to Agreement, dated August 13 and 
                December 15, 1997 between Roger J. Kowalsky and the Company.

10.6(d)*        Amendments to Agreement, dated August 13 and 
                December 15, 1997 between Gary J. Niles and the Company.

10.6(e)*        Amendments to Agreement, dated August 13 and 
                December 15, 1997 between Louis R. Novak and the Company.

10.7(a)(11)     License Agreement, dated May 4, 1990, by and among the 
                Company as Licensee, Codemasters Software Company, Ltd. 
                and America Corporation, Limited.

10.7(b)(11)     Amendment No. 1 dated June 1991 to License Agreement 
                dated May 4, 1990.

10.7(c)(11)     Amendment No. 2 dated December 23, 1991 to License 
                Agreement, dated May 4, 1990.

10.7(d)(11)     European License Agreement, dated December 23, 1991, by 
                and between Codemasters Software Company, Ltd. and the Company.

10.7(e)(11)     Third Amendment to United States License and First 
                Amendment to European License, dated November 4, 1992.

10.7(f)(8)      Fourth Amendment to United States License Agreement, 
                dated October 14, 1994.

10.8(10)        Agreement of Purchase and Sale, dated October 22, 
                1986, by and between AT Building Company, as Seller, and 
                the Company, as Buyer.

10.9(a)(2)      Lease Agreement, dated March 12, 1982, by and between 
                Lincoln Alvarado and Patrician Associate, Inc., as 
                Lessor, and the Company, as Lessee.

10.9(b)(12)     Amendment No. 1 to Lease Agreement.

10.9(c)(9)      Lease Agreement, dated December 1, 1995, by and between 
                200 Fifth Avenue Associates, as Lessor, and the Company, 
                as Lessee.

10.9(d)(13)     Lease Agreement, dated December 3, 1996, between 
                Prudential Insurance Company of America as Lessor and the 
                Company, as Lessee.

10.10(15)       Settlement and Release Agreement, dated June 2, 1997.

10.11(16)+      Toy License Agreement, dated as of October 14, 1997, 
                between Lucas Licensing Ltd. and Galoob Toys, Inc.

10.11(c)(17)    Trademark License Agreement, dated as of October 
                14, 1997, between Lucas Licensing, Ltd. and Galoob Toys, Inc.

10.12(17)       Agreement No. 4 to Amended and Restated Loan and Security 
                Agreement, dated December 17, 1997, by and among the 
                Company and Congress Financial Corporation (Central).


21(17)          Subsidiaries of the Company

23.1            Consent of Independent Public Accountants 

27(17)          Financial Data Schedule
-------------------------------------------------


(1)     Incorporated by reference to the Company's Amendment No. 2 to 
        the Registration Statement on Form S-1, filed with the 
        Commission on November 8, 1996.

(2)     Incorporated by reference to the Company's Amendment No. 1 to 
        Registration Statement on Form 8-B, filed with the Securities 
        and Exchange Commission (the "Commission") on January 11, 1988.

(3)     Incorporated by reference to the Company's Registration 
        Statement on Form S-3, filed with the Commission on February 26, 1990.

(4)     Incorporated by reference to the Company's Registration 
        Statement on Form 8-A, filed with the Commission on January 23, 1990. 

(5)     Incorporated by reference to the Company's Registration 
        Statement on Form S-8, Registration No. 33-56585, filed with 
        the Commission on November 23, 1994.

(6)     Incorporated by reference to the Company's Registration 
        Statement on Form S-8, Registration No. 33-56587, filed with 
        the Commission on November 23, 1994.

(7)     Incorporated by reference to the Company's Registration 
        Statement on Form S-8, Registration No. 33-56589, filed with 
        the Commission on November 23, 1994.

(8)     Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1994, filed with the Commission 
        on March 31, 1995.

(9)     Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1995, filed with the Commission 
        on March 11, 1996.

(10)    Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1986, filed with the Commission 
        on March 31, 1987.

(11)    Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1992, filed with the Commission 
        on March 31, 1993.

(12)    Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1991, filed with the Commission 
        on March 30, 1992.

(13)    Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1996, filed with the Commission 
        on March 31, 1997.


(14)    Incorporated by reference to the Company's Form 10-K/A for the 
        fiscal year ended December 31, 1996, filed with the Commission 
        on April 30, 1997.

(15)    Incorporated by reference to the Company's Form 10-Q for the 
        six months ended June 30, 1997, filed with the Commission on 
        August 6, 1997.

(16)    Incorporated by reference to the Company's Form 10-Q for the 
        nine months ended September 30, 1997, filed with the Commission 
        on November 14, 1997.

(17)    Incorporated by reference to the Company's Form 10-K for the 
        fiscal year ended December 31, 1997, filed with the Commission 
        on March 27, 1998.




  *     Indicates exhibits relating to executive compensation.

+       Portions of this agreement have been omitted pursuant to a 
        request for confidential treatment under Rule 24b-2 of the 
        Securities Exchange Act of 1934, as amended.



<PAGE>































Pursuant to the requirements of the Securities Exchange 
Act of 1934, the registrant has duly caused this amendment to be 
signed on its behalf by the undersigned, thereunto duly authorized.


                                         GALOOB TOYS, INC.
                                         (Registrant)

                                         By:  /s/ Mark D. Goldman
                                              --------------------------
                                              Mark D. Goldman
                                              President, Chief Executive
                                              Officer


Dated:
April 28, 1998


<PAGE>