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EXHIBIT 14

This Code of Ethics (the Code) has been adopted by
the Board of Directors (the Board) of JAKKS Pacific,
Inc. (the Company) in accordance with the
requirements of Rule 406 of Regulation S-K promulgated
under the Securities Act of 1933, as amended, and the governance
rules of the Nasdaq Stock Market, and summarizes the standards
applicable to the Companys employees, including its
executive officers, and the members of the Board (the
Subject Parties).

As a public company, it is of critical importance that filings
with the Securities and Exchange Commission and others be
accurate and timely. The Subject Parties bear a special
responsibility for promoting integrity throughout the Company,
with responsibilities to stakeholders both inside and outside of
the Company. The Subject Parties have a special role both to
adhere to these principles themselves, and also to ensure that a
culture exists throughout the Company as a whole that ensures
the fair, timely and accurate reporting of the Companys
financial results and condition.

Because of this special role, the Subject Parties are bound by
this Code to:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| |  | act with honesty and integrity, practice and promote ethical
    conduct, and disclose to the Companys General Counsel, the
    Board or any committee established by the Company for the
    purpose of receiving such disclosures (the
    Committee), any material transaction or relationship
    that reasonably could be expected to give rise to actual or
    apparent conflicts of interest between any Subject Partys
    personal and professional relationships;                        
|
| |  | provide information in the Subject Partys possession that
    is complete, objective, relevant, and otherwise necessary to
    ensure the Company provides full, fair, accurate, timely and
    understandable disclosure in the reports and documents that the
    Company files with, or submits, to, the Securities and Exchange
    Commission or others, and in other public communications made by
    the Company;                                                                              
|
| |  | comply with applicable laws, rules, standards, best practices
    and regulations of federal, state, provincial and local
    governments, and other appropriate private and public
    regulatory, listing and standard-setting agencies; and                                                                                                                                                                                                                                                          
|
| |  | avoid any breach of fiduciary duty, any self-interested
    transactions with the Company without full disclosure to the
    Board or Committee, and promptly report to the Companys
    General Counsel, the Board or the Committee any conduct that he
    or she believes is or may be in violation of law, regulations,
    business ethics or of any provision of this Code, including any
    transaction or relationship that reasonably could be expected to
    give rise to such a violation.

Any waiver of or amendment to this Code may only be made by the
Board and will be promptly disclosed in accordance with
applicable laws, rules and regulations. Requests for waivers of
any provision of this Code must be made in writing to the Board.

If a Subject Party is faced with a difficult ethical decision or
has doubts as to the appropriate course of action in a
particular situation, he or she should consult with the
Companys General Counsel, the Board or the Committee. Each
Subject Party will be held accountable for adherence to this
Code. Violations of this Code, including failures to report
actual or potential violations by others, will be viewed by the
Company as a severe disciplinary matter that may result in a
personnel action, up to and including termination of employment.
If a Subject Party believes that a violation of this Code has
occurred, he or she is required to promptly inform the Board or
the Committee.

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