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EXHIBIT 31.2

CERTIFICATIONS

I, Joel M. Bennett, certify that:



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| | 1.     I have reviewed this annual
    report on Form 10-K of JAKKS Pacific, Inc.;                                                                                                                                                                                                                                                                 
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| | 2.     Based on my knowledge, this
    annual report does not contain any untrue statement of a
    material fact or omit to state a material fact necessary to make
    the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the
    period covered by this annual report;
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| | 3.     Based on my knowledge, the
    financial statements, and other financial information included
    in this annual report, fairly present in all material respects
    the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this
    annual report;                   
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| | 4.     The registrants other
    certifying officer and I are responsible for establishing and
    maintaining disclosure controls and procedures (as defined in
    Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
    registrant and we have:                                                                                              



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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures, or
    caused such disclosure controls and procedures to be designed
    under our supervision, to ensure that material information
    relating to the registrant, including its consolidated
    subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is
    being prepared;
|
| | b) designed such internal control over financial reporting,
    or caused such internal control over financial reporting to be
    designed under our supervision, to provide reasonable assurance
    regarding the reliability of financial statements for external
    purposes in accordance with generally accepted accounting
    principles.                                                      
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| | c) evaluated the effectiveness of the registrants
    disclosure controls and procedures and presented in this report
    our conclusions about the effectiveness of the disclosure
    controls and procedures, as of the end of the period covered by
    this report based on such evaluation; and                                                                                                   
|
| | d) disclosed in this report any change in the
    registrants internal control over financial reporting that
    occurred during the registrants fourth fiscal quarter that
    has materially affected, or is reasonably likely to materially
    affect, the registrants internal control over financial
    reporting; and                                                                         



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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The registrants other
    certifying officer and I have disclosed, based on our most
    recent evaluation of internal control over financial reporting,
    to the registrants auditors and the audit committee of the
    registrants board of directors:



| |                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies and material weaknesses in
    the design or operation of internal control over financial
    reporting which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; and

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| | b) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal control over financial reporting.

Date: March 15, 2004



| |                                                              
| | -------------------------------------------------------------
| | By: /s/ JOEL M. BENNETT                                      
| | _______________________________________ 
     Joel M. Bennett
| | Chief Financial Officer                                      

A signed original of this written statement required by
Section 906 has been provided to the registrant and will be
retained by the registrant and furnished to the Securities and
Exchange Commission or its Staff upon request.

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