<PAGE>   1


   As filed with the Securities and Exchange Commission on November __, 1994
                                                  Registration No. 33-__________


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933

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

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


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

                                                       
                              500 FORBES BOULEVARD
                     SOUTH SAN FRANCISCO, CALIFORNIA  94080
              (Address of Principal Executive Offices) (Zip Code)

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

                            LEWIS GALOOB TOYS, INC.
                    1994 SENIOR MANAGEMENT STOCK OPTION PLAN
                            (Full title of the plan)

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

<TABLE>
<CAPTION>
<S>                                                                <C>
      WILLIAM G. CATRON, ESQ.                                              CHARLES I. WEISSMAN, ESQ.
      LEWIS GALOOB TOYS, INC.                                      SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
       500 FORBES BOULEVARD                                                    919 THIRD AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080                                       NEW YORK, NEW YORK  10022
          (415) 952-1678                                                        (212) 758-9500
</TABLE>

           (Name, address and telephone number, including area code,
                             of agents for service)
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                       PROPOSED                        
                                    AMOUNT             MAXIMUM         PROPOSED MAXIMUM        AMOUNT OF
   TITLE OF SECURITIES TO BE         TO BE          OFFERING PRICE    AGGREGATE OFFERING     REGISTRATION
          REGISTERED               REGISTERED       PER SHARE (2)          PRICE (2)            FEE (3)
    <S>                          <C>                    <C>               <C>                  <C>
    Common Stock, par value      800,000 shares         $9.00             $7,200,000           $2,482.76
      $.01 per share (1)
</TABLE>

(1)      Including the related Preferred Stock Purchase Rights to be issued in
         the amount of one right per share, subject to adjustment, pursuant to
         the Rights Agreement, dated January 17, 1990, between Lewis Galoob
         Toys, Inc. (the "Registrant") and Continental Stock Transfer & Trust
         Company, as Rights Agent.

(2)      Estimated in accordance with Rule 457(h) of the Securities Act of
         1933, as amended (the "Act"), solely for the purpose of calculation of
         the registration fee.  The price shown is the per share exercise price
         of the options which are exercisable into the 800,000 shares of common
         stock, par value $.01 per share ("Common Stock"), registered hereby.

(3)      The registration fee has been calculated pursuant to Rule 457(h) of
         the Act as follows:  one-twenty-ninth of one percent of $7,200,000,
         the aggregate exercise price of the options which are exercisable into
         the 800,000 shares of Common Stock registered hereby.





                                     - 2 -
<PAGE>   3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed by Lewis Galoob Toys, Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1993 (the "1993 Form 10-K"), which is the Registrant's
         latest Annual Report on Form 10-K filed pursuant to Section 13(a) or
         15(d) of the Exchange Act and which contains audited financial
         statements for the Registrant's latest fiscal year for which a Form
         10-K was required to have been filed.

(b)      The Registrant's Annual Report on Form 10-K/A for the fiscal year
         ended December 31, 1993.

(c)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
         quarters ended March 31, 1994, June 30, 1994 and September 30, 1994.

(d)      The description of the Registrant's common stock, par value $.01 per
         share (the "Common Stock"), which is contained in a registration
         statement filed under Section 12 of the Exchange Act, including any
         amendment or report filed for the purpose of updating such
         description.

(e)      The description of the Registrant's Preferred Stock Purchase Rights
         ("Rights") which is contained in a registration statement filed under
         Section 12 of the Exchange Act, including any amendment or report
         filed for the purpose of updating such description.

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

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The legality of the securities to be registered hereby will be passed upon for
the Registrant by Shereff, Friedman, Hoffman & Goodman, LLP ("Shereff").
Martin Nussbaum, a partner in such firm, is a director of the Registrant and
serves as Chairman of the Executive Committee and the Nominating Committee of
the Board of Directors and a member of the Compensation Committee and the
Finance Committee of the Board of Directors.  Mr. Nussbaum beneficially owns
7,473 shares of Common Stock which may be acquired upon exercise of warrants.
As compensation for Mr. Nussbaum's service as Chairman of the Executive
Committee of the Board of Directors, since August 1991, Mr. Nussbaum has
received a fee of $15,000 per month.  Commencing October 1993, such fee





                                     - 3 -
<PAGE>   4
was reduced to $10,000 per month.  Mr. Nussbaum is also reimbursed by the
Registrant for out-of-pocket expenses incurred by him as Chairman of the
Executive Committee.  In connection with Mr. Nussbaum's service as Chairman of
the Executive Committee, on December 11, 1991, the Registrant issued to Shereff
a five-year warrant to purchase 25,000 shares of the Registrant's Common Stock
at a purchase price of $4.375, equal to the fair market value of the Common
Stock on such date.  Mr. Nussbaum disclaims beneficial ownership of 22,527 of
such shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

    The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL").  Among other things, the DGCL permits indemnification of a director,
officer, employee or agent in civil, criminal, administrative or investigative
actions, suits or proceedings (other than an action by or in the right of the
corporation) to which such person was or is a party or is threatened to be made
a party by reason of the fact of such relationship with the corporation or the
fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.

    Indemnification in a suit by or in the right of the corporation is
permitted if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, but
no indemnification may be made in such suit to any person adjudged to be liable
to the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action was brought determines that, despite
the adjudication of liability, such person is under all circumstances, fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

    Under the DGCL, to the extent that a director, officer, employee or agent
is successful, on the merits or otherwise, in the defense of any action, suit
or proceeding or any claim, issue or matter therein (whether or not the suit is
brought by or in the right of the corporation), he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him.
In all cases in which indemnification is permitted (unless ordered by a court),
it may be made by the corporation only as authorized in the specific case upon
a determination that the applicable standard of conduct has been met by the
party to be indemnified.  The determination must be made by a majority vote of
a quorum consisting of the directors who were not parties to the action, or if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the stockholders.  The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking, by or on behalf of the person
to whom the advance will be made, to repay the advance if it shall ultimately
be determined that he was not entitled to indemnification.

    The DGCL provides that indemnification and advances of expenses permitted
thereunder are not to be exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.  The
DGCL also authorizes a corporation to purchase and maintain liability insurance
on behalf of its directors, officers, employees and agents regardless of
whether the corporation would have the statutory power to indemnify such person
against the liabilities insured.





                                     - 4 -
<PAGE>   5
    The Certificate of Incorporation of the Registrant (the "Certificate")
provides that no director shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for breach of the director's duty of loyalty to the
Registrant or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.

    The Certificate provides that directors, officers and others shall be
indemnified to the full extent authorized by the DGCL, as in effect (or, to the
extent indemnification is broadened, as it may be amended), against all
expense, liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred by such person in connection therewith.  The Certificate
further provides that rights conferred thereby shall be contract rights and
shall include the right to be paid by the Registrant the expenses incurred in
defending an action, suit or proceeding in advance of its final disposition,
provided that, if the DGCL so requires, such payment shall only be made upon
delivery to the Registrant by the indemnified party of an undertaking to repay
all amounts so advanced if it shall ultimately be determined that the person
receiving such payments is not entitled to be indemnified.

    The Certificate provides that persons indemnified may bring suit against
the Registrant to recover unpaid amounts claimed thereunder, and that if such
suit is successful, the expense of bringing such suit shall be reimbursed by
the Registrant.  The Certificate further provides that while it is a defense to
such a suit that the person claiming indemnification has not met the applicable
standards of conduct making indemnification permissible under Delaware law, the
burden of proving the defense shall be on the Registrant and neither the
failure of the Registrant's Board of Directors to have made a determination
that indemnification is proper, nor an actual determination by the Registrant
that the claimant has not met the applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

    The Certificate provides that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any statute, provision of the Registrant's Certificate or
By-laws, or otherwise.  Finally, the Certificate provides that the Registrant
may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents against any expense, liability or
loss, whether or not the Registrant would have the power to indemnify such
person against such expense, liability or loss under Delaware law.

    The Registrant maintains directors' and officers' liability and company
reimbursement insurance policies in the aggregate amount of $10,000,000 which,
among other things (i) provides for payment on behalf of its officers and
directors against loss as defined in the policy stemming from acts committed by
directors and officers in their capacities as such and (ii) provides for
payment on behalf of the Registrant against such loss, but only when the
Registrant shall be required or permitted to indemnify the directors or
officers for such loss.  The policy does not cover loss from claims made
against insured directors or officers arising within certain specified
circumstances, including losses arising from specified categories of
misconduct.

    So long as the Registrant meets the securities ownership and other tests
set forth in Section 2115 of the California General Corporation Code, Section
317 of such Code provides that all corporations have the power to indemnify any
person who was or is a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines,





                                     - 5 -
<PAGE>   6
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding "if that person acted in good faith and in a manner the
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe that
conduct of the person was unlawful" and against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of any action by or in the right of the corporation to procure a judgment in
its favor "if the person acted in good faith, in a manner the person believed
to be in the best interests of the corporation and its shareholders."  Except
in cases where the agent being indemnified has been successful on the merits in
defense of any proceeding referred to, indemnification is proper only if it is
determined that the agent has met the applicable standards quoted above by (1)
majority vote of a quorum consisting of directors who are or were not parties
to such proceedings or, if such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion, (2) approval of the
shareholders of the corporation, with the shares owned by the indemnified
person not being entitled to vote, or (3) the approval of the court in which
such proceeding is, or was, pending.

Item 7.  Exemption from Registration Claimed.

    Not Applicable.

Item 8.  Exhibits.

    The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Exhibit Number.                  Description.
- --------------                   ----------- 
<S>                   <C>
4.1                   Certificate of Incorporation.  (Incorporated by reference to Exhibit 3.1 to the Registrant's Amendment 
                      No. 1 on Form 8 to the Registration Statement on Form 8-B, filed with the Commission on January 11, 1988 
                      (the "Amendment No. 1 to the Form 8-B").)

4.2                   Bylaws.  (Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Form 8-B.)

4.3                   Form of Certificate for Shares of Common Stock of the Registrant.  (Incorporated by reference to Exhibit 
                      4.1 to the Registrant's Registration Statement on Form S-3, Registration No. 33-33640, filed with the 
                      Commission on February 26, 1990 (the "Form S-3").)

4.4                   Form of Certificate of Designations of the Registrant's Series A Preferred Stock.  (Incorporated by 
                      reference to Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A, filed with the Commission 
                      on January 23, 1990 (the "January 23, 1990 Form 8-A").)

4.5                   Form of Rights Agreement, dated as of January 17, 1990, between the Registrant and Continental Stock 
                      Transfer & Trust Company, as Rights Agent.  (Incorporated by Reference to Exhibit 2.1 to the January 23, 
                      1990 Form 8-A).

4.6                   1994 Senior Management Stock Option Plan of the Registrant and related form of Stock Option Agreement.
</TABLE>





                                     - 6 -
<PAGE>   7
<TABLE>
<S>                       <C>
5                         Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1                      Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in Exhibit 5).

23.2                      Consent of Price Waterhouse, LLP.

24                        Power of Attorney.
</TABLE>


Item 9.  Undertakings.

    The 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 Act; (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; (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; provided, however, that paragraphs
(1)(i) and (1) (ii) do not apply if the Registration Statement is on Form S-3
or Form S-8, and 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 Exchange Act that are
incorporated by reference in the Registration Statement.

    (2)  That, for the purpose of determining any liability under the Act, 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.

    The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.

    Insofar as indemnification for liabilities arising under the Act 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 the successful defense of any action, suit or proceeding) is asserted by
such director, officer of





                                     - 7 -
<PAGE>   8
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.





                                     - 8 -
<PAGE>   9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 South San Francisco, State of California on
this 28th day of October, 1994.

                                               LEWIS GALOOB TOYS, INC.


                                               By: /s/ MARK GOLDMAN    
                                                  -----------------------------
                                                  Mark Goldman
                                                  President and Chief Executive
                                                  Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                     Signature                                Title                       Date
                     ---------                                -----                       ----
 <S>                                                <C>                          <C>
 /s/ MARK GOLDMAN                                   President and Chief          October 28, 1994
 --------------------------------------             Executive Officer                            
 Mark Goldman                                                        
                                                    
                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Andrew J. Cavanaugh


                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Paul A. Gliebe, Jr.


                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Scott R. Heldfond


                   *                                Director                     October 28, 1994
 ---------------------------------------                                                         
 Hoffer Kaback


                   *                                Director                     October 28, 1994
 ---------------------------------------                                                         
 S. Lee Kling


                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Roger Kowalsky
</TABLE>

                                    - 9 -
<PAGE>   10
<TABLE>
 <S>                                                <C>                          <C>
                     *                               Director                     October 28, 1994
 ---------------------------------------                                                         
 Martin Nussbaum


                     *                              Director                     October 28, 1994
 ---------------------------------------                                                         
 George Riordan


 /s/ MARK C. SHEPHERD                               Senior Vice President,       October 28, 1994
 ---------------------------------------            Finance and Chief                            
 Mark C. Shepherd                                   Financial Officer



 * By: /s/ MARK GOLDMAN                 
       ---------------------------------
       Mark Goldman
       Attorney-in-Fact
</TABLE>

                                    - 10 -
<PAGE>   11
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                                Sequential
 Exhibit Number.        Description.                                                           Page Number.
 --------------         -----------                                                            ----------- 
 <S>                    <C>                                                                        <C>
 4.1                    Certificate of Incorporation.  (Incorporated by reference to the           N/A
                        Registrant's Amendment No. 1 on Form 8 to the Registration
                        Statement on Form 8-B, filed with the Commission on January 11,
                        1988 (the "Exhibit 3.1 to Amendment No. 1 to the Form 8-B").)

 4.2                    Bylaws.  (Incorporated by reference to Exhibit 3.2 to Amendment            N/A
                        No. 1 to the Form 8-B.)

 4.3                    Form of Certificate for Shares of Common Stock of the                      N/A
                        Registrant.  (Incorporated by reference to Exhibit 4.1 to the
                        Registrant's Registration Statement on Form S-3, Registration
                        No. 33-33640, filed with the Commission on February 26, 1990
                        (the "Form S-3").)

 4.4                    Form of Certificate of Designations of the Registrant's Series A           N/A
                        Preferred Stock.  (Incorporated by reference to Exhibit 2.2 to
                        the Registrants's Registration Statement on Form 8-A, filed with
                        the Commission on January 23, 1990 (the "1990 Form 8-A").)

 4.5                    Form of Rights Agreement, dated as of January 17, 1990, between            N/A
                        the Registrant and Continental Stock Transfer & Trust Company,
                        as Rights Agent.  (Incorporated by reference to Exhibit 2.1 to
                        the 1990 Form 8-A).

 4.6                    1994 Senior Management Stock Option Plan of the Registrant and             ----
                        related form of Stock Option Agreement.

 5                      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.                      ----

 23.1                   Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included             N/A
                        in Exhibit 5).

 23.2                   Consent of Price Waterhouse, LLP.                                          ----

 24                     Power of Attorney.                                                         ----
</TABLE>





                                     - 11 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - 1994 SENIOR MANAGEMENT STOCK OPTION PL.", "secsgml_size_bytes": 29627}]
{"company-data": {"conformed-name": "GALOOB LEWIS TOYS INC /DE/", "cik": "0000751968", "assigned-sic": "3944", "irs-number": "941716574", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56587", "film-number": "94561716"}, "business-address": {"street1": "500 FORBES BLVD", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4159521678"}}
1

   As filed with the Securities and Exchange Commission on November __, 1994
                                                  Registration No. 33-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933

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

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

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

                                                       
                              500 FORBES BOULEVARD
                     SOUTH SAN FRANCISCO, CALIFORNIA  94080
              (Address of Principal Executive Offices) (Zip Code)

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

                            LEWIS GALOOB TOYS, INC.
                    1994 SENIOR MANAGEMENT STOCK OPTION PLAN
                            (Full title of the plan)

                       ----------------------------------
WILLIAM G. CATRON, ESQ.                                              CHARLES I. WEISSMAN, ESQ.
      LEWIS GALOOB TOYS, INC.                                      SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
       500 FORBES BOULEVARD                                                    919 THIRD AVENUE
SOUTH SAN FRANCISCO, CALIFORNIA 94080                                       NEW YORK, NEW YORK  10022
          (415) 952-1678                                                        (212) 758-9500
(Name, address and telephone number, including area code,
                             of agents for service)
2
                        CALCULATION OF REGISTRATION FEE
PROPOSED                        
                                    AMOUNT             MAXIMUM         PROPOSED MAXIMUM        AMOUNT OF
   TITLE OF SECURITIES TO BE         TO BE          OFFERING PRICE    AGGREGATE OFFERING     REGISTRATION
          REGISTERED               REGISTERED       PER SHARE (2)          PRICE (2)            FEE (3)
Common Stock, par value      800,000 shares         $9.00             $7,200,000           $2,482.76
      $.01 per share (1)
(1)      Including the related Preferred Stock Purchase Rights to be issued in
         the amount of one right per share, subject to adjustment, pursuant to
         the Rights Agreement, dated January 17, 1990, between Lewis Galoob
         Toys, Inc. (the "Registrant") and Continental Stock Transfer & Trust
         Company, as Rights Agent.

(2)      Estimated in accordance with Rule 457(h) of the Securities Act of
         1933, as amended (the "Act"), solely for the purpose of calculation of
         the registration fee.  The price shown is the per share exercise price
         of the options which are exercisable into the 800,000 shares of common
         stock, par value $.01 per share ("Common Stock"), registered hereby.

(3)      The registration fee has been calculated pursuant to Rule 457(h) of
         the Act as follows:  one-twenty-ninth of one percent of $7,200,000,
         the aggregate exercise price of the options which are exercisable into
         the 800,000 shares of Common Stock registered hereby.

                                     - 2 -
3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed by Lewis Galoob Toys, Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1993 (the "1993 Form 10-K"), which is the Registrant's
         latest Annual Report on Form 10-K filed pursuant to Section 13(a) or
         15(d) of the Exchange Act and which contains audited financial
         statements for the Registrant's latest fiscal year for which a Form
         10-K was required to have been filed.

(b)      The Registrant's Annual Report on Form 10-K/A for the fiscal year
         ended December 31, 1993.

(c)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
         quarters ended March 31, 1994, June 30, 1994 and September 30, 1994.

(d)      The description of the Registrant's common stock, par value $.01 per
         share (the "Common Stock"), which is contained in a registration
         statement filed under Section 12 of the Exchange Act, including any
         amendment or report filed for the purpose of updating such
         description.

(e)      The description of the Registrant's Preferred Stock Purchase Rights
         ("Rights") which is contained in a registration statement filed under
         Section 12 of the Exchange Act, including any amendment or report
         filed for the purpose of updating such description.

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

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The legality of the securities to be registered hereby will be passed upon for
the Registrant by Shereff, Friedman, Hoffman & Goodman, LLP ("Shereff").
Martin Nussbaum, a partner in such firm, is a director of the Registrant and
serves as Chairman of the Executive Committee and the Nominating Committee of
the Board of Directors and a member of the Compensation Committee and the
Finance Committee of the Board of Directors.  Mr. Nussbaum beneficially owns
7,473 shares of Common Stock which may be acquired upon exercise of warrants.
As compensation for Mr. Nussbaum's service as Chairman of the Executive
Committee of the Board of Directors, since August 1991, Mr. Nussbaum has
received a fee of $15,000 per month.  Commencing October 1993, such fee

                                     - 3 -
4
was reduced to $10,000 per month.  Mr. Nussbaum is also reimbursed by the
Registrant for out-of-pocket expenses incurred by him as Chairman of the
Executive Committee.  In connection with Mr. Nussbaum's service as Chairman of
the Executive Committee, on December 11, 1991, the Registrant issued to Shereff
a five-year warrant to purchase 25,000 shares of the Registrant's Common Stock
at a purchase price of $4.375, equal to the fair market value of the Common
Stock on such date.  Mr. Nussbaum disclaims beneficial ownership of 22,527 of
such shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

    The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL").  Among other things, the DGCL permits indemnification of a director,
officer, employee or agent in civil, criminal, administrative or investigative
actions, suits or proceedings (other than an action by or in the right of the
corporation) to which such person was or is a party or is threatened to be made
a party by reason of the fact of such relationship with the corporation or the
fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.

    Indemnification in a suit by or in the right of the corporation is
permitted if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, but
no indemnification may be made in such suit to any person adjudged to be liable
to the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action was brought determines that, despite
the adjudication of liability, such person is under all circumstances, fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

    Under the DGCL, to the extent that a director, officer, employee or agent
is successful, on the merits or otherwise, in the defense of any action, suit
or proceeding or any claim, issue or matter therein (whether or not the suit is
brought by or in the right of the corporation), he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him.
In all cases in which indemnification is permitted (unless ordered by a court),
it may be made by the corporation only as authorized in the specific case upon
a determination that the applicable standard of conduct has been met by the
party to be indemnified.  The determination must be made by a majority vote of
a quorum consisting of the directors who were not parties to the action, or if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the stockholders.  The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking, by or on behalf of the person
to whom the advance will be made, to repay the advance if it shall ultimately
be determined that he was not entitled to indemnification.

    The DGCL provides that indemnification and advances of expenses permitted
thereunder are not to be exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.  The
DGCL also authorizes a corporation to purchase and maintain liability insurance
on behalf of its directors, officers, employees and agents regardless of
whether the corporation would have the statutory power to indemnify such person
against the liabilities insured.

                                     - 4 -
5
    The Certificate of Incorporation of the Registrant (the "Certificate")
provides that no director shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for breach of the director's duty of loyalty to the
Registrant or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.

    The Certificate provides that directors, officers and others shall be
indemnified to the full extent authorized by the DGCL, as in effect (or, to the
extent indemnification is broadened, as it may be amended), against all
expense, liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred by such person in connection therewith.  The Certificate
further provides that rights conferred thereby shall be contract rights and
shall include the right to be paid by the Registrant the expenses incurred in
defending an action, suit or proceeding in advance of its final disposition,
provided that, if the DGCL so requires, such payment shall only be made upon
delivery to the Registrant by the indemnified party of an undertaking to repay
all amounts so advanced if it shall ultimately be determined that the person
receiving such payments is not entitled to be indemnified.

    The Certificate provides that persons indemnified may bring suit against
the Registrant to recover unpaid amounts claimed thereunder, and that if such
suit is successful, the expense of bringing such suit shall be reimbursed by
the Registrant.  The Certificate further provides that while it is a defense to
such a suit that the person claiming indemnification has not met the applicable
standards of conduct making indemnification permissible under Delaware law, the
burden of proving the defense shall be on the Registrant and neither the
failure of the Registrant's Board of Directors to have made a determination
that indemnification is proper, nor an actual determination by the Registrant
that the claimant has not met the applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

    The Certificate provides that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any statute, provision of the Registrant's Certificate or
By-laws, or otherwise.  Finally, the Certificate provides that the Registrant
may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents against any expense, liability or
loss, whether or not the Registrant would have the power to indemnify such
person against such expense, liability or loss under Delaware law.

    The Registrant maintains directors' and officers' liability and company
reimbursement insurance policies in the aggregate amount of $10,000,000 which,
among other things (i) provides for payment on behalf of its officers and
directors against loss as defined in the policy stemming from acts committed by
directors and officers in their capacities as such and (ii) provides for
payment on behalf of the Registrant against such loss, but only when the
Registrant shall be required or permitted to indemnify the directors or
officers for such loss.  The policy does not cover loss from claims made
against insured directors or officers arising within certain specified
circumstances, including losses arising from specified categories of
misconduct.

    So long as the Registrant meets the securities ownership and other tests
set forth in Section 2115 of the California General Corporation Code, Section
317 of such Code provides that all corporations have the power to indemnify any
person who was or is a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines,

                                     - 5 -
6
settlements, and other amounts actually and reasonably incurred in connection
with such proceeding "if that person acted in good faith and in a manner the
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe that
conduct of the person was unlawful" and against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of any action by or in the right of the corporation to procure a judgment in
its favor "if the person acted in good faith, in a manner the person believed
to be in the best interests of the corporation and its shareholders."  Except
in cases where the agent being indemnified has been successful on the merits in
defense of any proceeding referred to, indemnification is proper only if it is
determined that the agent has met the applicable standards quoted above by (1)
majority vote of a quorum consisting of directors who are or were not parties
to such proceedings or, if such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion, (2) approval of the
shareholders of the corporation, with the shares owned by the indemnified
person not being entitled to vote, or (3) the approval of the court in which
such proceeding is, or was, pending.

Item 7.  Exemption from Registration Claimed.

    Not Applicable.

Item 8.  Exhibits.

    The following exhibits are filed as part of this Registration Statement:
Exhibit Number.                  Description.
- --------------                   -----------
4.1                   Certificate of Incorporation.  (Incorporated by reference to Exhibit 3.1 to the Registrant's Amendment 
                      No. 1 on Form 8 to the Registration Statement on Form 8-B, filed with the Commission on January 11, 1988 
                      (the "Amendment No. 1 to the Form 8-B").)

4.2                   Bylaws.  (Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Form 8-B.)

4.3                   Form of Certificate for Shares of Common Stock of the Registrant.  (Incorporated by reference to Exhibit 
                      4.1 to the Registrant's Registration Statement on Form S-3, Registration No. 33-33640, filed with the 
                      Commission on February 26, 1990 (the "Form S-3").)

4.4                   Form of Certificate of Designations of the Registrant's Series A Preferred Stock.  (Incorporated by 
                      reference to Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A, filed with the Commission 
                      on January 23, 1990 (the "January 23, 1990 Form 8-A").)

4.5                   Form of Rights Agreement, dated as of January 17, 1990, between the Registrant and Continental Stock 
                      Transfer & Trust Company, as Rights Agent.  (Incorporated by Reference to Exhibit 2.1 to the January 23, 
                      1990 Form 8-A).

4.6                   1994 Senior Management Stock Option Plan of the Registrant and related form of Stock Option Agreement.
- 6 -
7
5                         Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.

23.1                      Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in Exhibit 5).

23.2                      Consent of Price Waterhouse, LLP.

24                        Power of Attorney.
Item 9.  Undertakings.

    The 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 Act; (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; (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; provided, however, that paragraphs
(1)(i) and (1) (ii) do not apply if the Registration Statement is on Form S-3
or Form S-8, and 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 Exchange Act that are
incorporated by reference in the Registration Statement.

    (2)  That, for the purpose of determining any liability under the Act, 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.

    The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.

    Insofar as indemnification for liabilities arising under the Act 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 the successful defense of any action, suit or proceeding) is asserted by
such director, officer of

                                     - 7 -
8
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.

                                     - 8 -
9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 South San Francisco, State of California on
this 28th day of October, 1994.

                                               LEWIS GALOOB TOYS, INC.

                                               By: /s/ MARK GOLDMAN    
                                                  -----------------------------
                                                  Mark Goldman
                                                  President and Chief Executive
                                                  Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature                                Title                       Date
                     ---------                                -----                       ----
/s/ MARK GOLDMAN                                   President and Chief          October 28, 1994
 --------------------------------------             Executive Officer                            
 Mark Goldman                                                        
                                                    
                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Andrew J. Cavanaugh

                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Paul A. Gliebe, Jr.

                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Scott R. Heldfond

                   *                                Director                     October 28, 1994
 ---------------------------------------                                                         
 Hoffer Kaback

                   *                                Director                     October 28, 1994
 ---------------------------------------                                                         
 S. Lee Kling

                   *                                Director                     October 28, 1994
 --------------------------------------                                                          
 Roger Kowalsky
- 9 -
10
*                               Director                     October 28, 1994
 ---------------------------------------                                                         
 Martin Nussbaum

                     *                              Director                     October 28, 1994
 ---------------------------------------                                                         
 George Riordan

 /s/ MARK C. SHEPHERD                               Senior Vice President,       October 28, 1994
 ---------------------------------------            Finance and Chief                            
 Mark C. Shepherd                                   Financial Officer

 * By: /s/ MARK GOLDMAN                 
       ---------------------------------
       Mark Goldman
       Attorney-in-Fact
- 10 -
11
                                 EXHIBIT INDEX
Sequential
 Exhibit Number.        Description.                                                           Page Number.
 --------------         -----------                                                            -----------
4.1                    Certificate of Incorporation.  (Incorporated by reference to the           N/A
                        Registrant's Amendment No. 1 on Form 8 to the Registration
                        Statement on Form 8-B, filed with the Commission on January 11,
                        1988 (the "Exhibit 3.1 to Amendment No. 1 to the Form 8-B").)

 4.2                    Bylaws.  (Incorporated by reference to Exhibit 3.2 to Amendment            N/A
                        No. 1 to the Form 8-B.)

 4.3                    Form of Certificate for Shares of Common Stock of the                      N/A
                        Registrant.  (Incorporated by reference to Exhibit 4.1 to the
                        Registrant's Registration Statement on Form S-3, Registration
                        No. 33-33640, filed with the Commission on February 26, 1990
                        (the "Form S-3").)

 4.4                    Form of Certificate of Designations of the Registrant's Series A           N/A
                        Preferred Stock.  (Incorporated by reference to Exhibit 2.2 to
                        the Registrants's Registration Statement on Form 8-A, filed with
                        the Commission on January 23, 1990 (the "1990 Form 8-A").)

 4.5                    Form of Rights Agreement, dated as of January 17, 1990, between            N/A
                        the Registrant and Continental Stock Transfer & Trust Company,
                        as Rights Agent.  (Incorporated by reference to Exhibit 2.1 to
                        the 1990 Form 8-A).

 4.6                    1994 Senior Management Stock Option Plan of the Registrant and             ----
                        related form of Stock Option Agreement.

 5                      Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.                      ----

 23.1                   Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included             N/A
                        in Exhibit 5).

 23.2                   Consent of Price Waterhouse, LLP.                                          ----

 24                     Power of Attorney.                                                         ----
- 11 -