As filed with the Securities and Exchange Commission on August 28, 1997

                                                      Registration No. 333_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -----------

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

                                  -----------

                                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 No.)
Incorporation or Organization) 


                              500 FORBES BOULEVARD
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 952-1678
                                 --------------
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                                GALOOB TOYS, INC.
                              AMENDED AND RESTATED
                            1996 SHARE INCENTIVE PLAN
                            -------------------------
                              (Full Title of Plan)


                             WILLIAM G. CATRON, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                                GALOOB TOYS, INC.
                              500 FORBES BOULEVARD
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 952-1678
                                 --------------
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                Proposed Maximim      Propsed Maximum
Title of Each Class of Securities               Amount to be     Offering Price      Aggregate Offering           Amount of
to be be Registered                             Registered(1)      per Share(2)            Price(2)            Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                 <C>                 <C>                       <C>
Common Stock, par value $.01 per share        1,850,000 shares       $20.5938            $38,098,530               $11,546
================================================================================================================================

</TABLE>

(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.

(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on August 22, 1997.

================================================================================


NYFS03...:\15\47315\0006\2475\FRMD186S.27E
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Galoob Toys, Inc. 1996 Share Incentive Plan and
its administrators are available without charge by contacting:


                                William G. Catron
                                Galoob Toys, Inc.
                              500 Forbes Boulevard
                      South San Francisco, California 94080


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed with the Commission by Galoob Toys,
Inc., (the "Company") are incorporated herein by reference:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.

            (b) The Company's Annual Report on Form 10-K/A (File No. 001-09599)
for the fiscal year ended December 31, 1996, as filed with the Commission on
April 30, 1997.

            (c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997.

            (d) The description of the Company's Common Stock, par value $.01
per share (the "Common Stock"), contained in a Registration Statement on Form
8-B filed with the Commission pursuant to Section 12 of the Exchange Act on
August 25, 1987, including any amendment or report filed for the purpose of
updating such description.

            All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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.

            Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The indemnification of officers and directors of the Company is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") and the Certificate of Incorporation and By-Laws of the Company.
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 attorneys'
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.




                                    II-1
<PAGE>
            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.

            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 also 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
any expense, liability or loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
from threatened, pending or completed actions to the extent permitted by the
DGCL, suits or proceedings, whether civil criminal, administrative or
investigative. The Certificate further provides that the expenses incurred by
any such person in defending an action, suit or proceeding shall, at his
request, be paid by the Company in advance of the final disposition of such
action, suit or proceeding.

            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 Company's Certificate or By-laws,
agreement, vote of stockholders or otherwise.

            The Company maintains directors' and officers' liability and company
reimbursement insurance policies which, among other things (i) provides for
payment on behalf of its officers and directors



                                    II-2
<PAGE>
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 Company against such loss, but only when the Company 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.

            Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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 or 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 Securities
Act and will be governed by the final adjudication of such issue


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.


ITEM 8.  EXHIBITS.

            4.1(a)  Certificate of Incorporation. (Incorporated by reference
                    to Exhibit 3.1 (a) to the Company's Amendment No. 1 to the
                    Registration Statement on Form S-1, Registration No.
                    333-12953, filed with the Commission on November 8, 1996
                    (the "Amendment No. 1 to the Form S-1").)

            4.1(b)  Amendment to Certificate of Incorporation (Incorporated
                    by reference to Exhibit 3.1(b) to Amendment No.1 to the Form
                    S-1).

            4.2     Bylaws. (Incorporated by reference to Amendment No. 1 to the
                    Registration Statement on the Form 8-B, filed with the
                    Commission on January 11, 1988.)

            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").)

            4.5     Galoob Toys, Inc. Amended and Restated 1996 Share Incentive
                    Plan

            5       Opinion of William G. Catron

            23.1    Consent of William G. Catron (included in Exhibit 5).

            23.2    Consent of Price Waterhouse LLP.

            24      Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein be
                    reference).



                                    II-3
<PAGE>
ITEM 9.  UNDERTAKINGS.

            (a)      The undersigned 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 Securities 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. Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high end
                          of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent
                          no more than a 20 percent change in maximum aggregate
                          offering set forth in the "Calculation of Registration
                          Fee" table in the effective 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 paragraph (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by the foregoing paragraphs is contained in periodic
            reports filed by the Company 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 Securities 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.

            (b)      The undersigned registrant hereby undertakes that, for
                     purposes of determining any liability under the Securities
                     Act, each filing of the registrant's annual report pursuant
                     to Section 13(a) or 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



                                    II-4
<PAGE>
                     such securities at that time shall be deemed to be the
                     initial bona fide offering thereof.

            (c)      Insofar as indemnification for liabilities arising under
                     the Securities 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 Securities
                     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 or 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 Securities Act and will be governed by
                     the final adjudication of such issue.



                                    II-5
<PAGE>
                                  SIGNATURES

            Pursuant to the requirements of the Act, the Registrant has duly
caused this Amendment to the Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of South
San Francisco, State of California, on the 28th day of August, 1997.



                                          GALOOB TOYS, INC.

                                          By:   /s/ Roger Kowalsky
                                              --------------------------------
                                                Roger Kowalsky
                                                Executive Vice President
                                                Chief Financial Officer


                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger Kowalsky acting individually, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
Signature                          Title                                   Date
---------                          -----                                   ----
<S>                                <C>                                    <C>

/s/ Mark D. Goldman                President, Chief Executive Officer      August 28, 1997
------------------------------     and Director                      
Mark D. Goldman                    


/s/ Roger Kowalsky                 Executive Vice President and            August 28, 1997
------------------------------     Chief Financial Officer and  
Roger Kowalsky                     Director                     
                                   

/s/ Andrew Cavanaugh               Director                                August 28, 1997
------------------------------
Andrew Cavanaugh


/s/ Paul A. Gliebe, Jr.            Director                                August 28, 1997
------------------------------
Paul A. Gliebe, Jr.


/s/ Scott R. Heldfond              Director                                August 28, 1997
------------------------------
Scott R. Heldfond


/s/ S. Lee Kling                   Director                                August 28, 1997
------------------------------
S. Lee Kling


</TABLE>



                                    II-6
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION                         
-----------             -----------                         

   4.1(a)         Certificate of Incorporation. (Incorporated by reference to
                  Exhibit 3.1 (a) to the Company's Amendment No. 1 to the
                  Registration Statement on Form S-1, Registration No.
                  333-12953, filed with the Commission on November 8, 1996 (the
                  "Amendment No. 1 to the Form S-1").)

   4.1(b)         Amendment to Certificate of Incorporation (Incorporated by
                  reference to Exhibit 3.1(b) to Amendment No.1 to the form
                  S-1).

   4.2            Bylaws. (Incorporated by reference to Amendment No. 1 to the
                  Registration Statement on the Form 8-B, filed with the
                  Commission on January 11, 1988.)

   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").)

   4.5            Galoob Toys, Inc. Amended and Restated 1996 Share Incentive
                  Plan

   5              Opinion of William G. Catron

   23.1           Consent of William G. Catron (included in Exhibit 5).

   23.2           Consent of Price Waterhouse LLP.

   24             Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein be
                  reference).
[{"type": "S-8", "sequence": "1", "description": "GALOOB TOYS, INC", "secsgml_size_bytes": 27285}]
{"company-data": {"conformed-name": "GALOOB TOYS INC", "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": "333-34571", "film-number": "97672232"}, "business-address": {"street1": "500 FORBES BLVD", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4159521678"}, "former-company": {"former-conformed-name": "GALOOB LEWIS TOYS INC /DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 28, 1997

                                                      Registration No. 333_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -----------

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

                                  -----------

                                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 No.)
Incorporation or Organization) 

                              500 FORBES BOULEVARD
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 952-1678
                                 --------------
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                                GALOOB TOYS, INC.
                              AMENDED AND RESTATED
                            1996 SHARE INCENTIVE PLAN
                            -------------------------
                              (Full Title of Plan)

                             WILLIAM G. CATRON, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                                GALOOB TOYS, INC.
                              500 FORBES BOULEVARD
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (415) 952-1678
                                 --------------
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                Proposed Maximim      Propsed Maximum
Title of Each Class of Securities               Amount to be     Offering Price      Aggregate Offering           Amount of
to be be Registered                             Registered(1)      per Share(2)            Price(2)            Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        1,850,000 shares       $20.5938            $38,098,530               $11,546
================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.

(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on August 22, 1997.

================================================================================

NYFS03...:\15\47315\0006\2475\FRMD186S.27E
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

            The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.

            Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Galoob Toys, Inc. 1996 Share Incentive Plan and
its administrators are available without charge by contacting:

                                William G. Catron
                                Galoob Toys, Inc.
                              500 Forbes Boulevard
                      South San Francisco, California 94080
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed with the Commission by Galoob Toys,
Inc., (the "Company") are incorporated herein by reference:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.

            (b) The Company's Annual Report on Form 10-K/A (File No. 001-09599)
for the fiscal year ended December 31, 1996, as filed with the Commission on
April 30, 1997.

            (c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997.

            (d) The description of the Company's Common Stock, par value $.01
per share (the "Common Stock"), contained in a Registration Statement on Form
8-B filed with the Commission pursuant to Section 12 of the Exchange Act on
August 25, 1987, including any amendment or report filed for the purpose of
updating such description.

            All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The indemnification of officers and directors of the Company is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") and the Certificate of Incorporation and By-Laws of the Company.
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 attorneys'
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.

                                    II-1
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.

            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 also 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
any expense, liability or loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
from threatened, pending or completed actions to the extent permitted by the
DGCL, suits or proceedings, whether civil criminal, administrative or
investigative. The Certificate further provides that the expenses incurred by
any such person in defending an action, suit or proceeding shall, at his
request, be paid by the Company in advance of the final disposition of such
action, suit or proceeding.

            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 Company's Certificate or By-laws,
agreement, vote of stockholders or otherwise.

            The Company maintains directors' and officers' liability and company
reimbursement insurance policies which, among other things (i) provides for
payment on behalf of its officers and directors

                                    II-2
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 Company against such loss, but only when the Company 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.

            Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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 or 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 Securities
Act and will be governed by the final adjudication of such issue

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            4.1(a)  Certificate of Incorporation. (Incorporated by reference
                    to Exhibit 3.1 (a) to the Company's Amendment No. 1 to the
                    Registration Statement on Form S-1, Registration No.
                    333-12953, filed with the Commission on November 8, 1996
                    (the "Amendment No. 1 to the Form S-1").)

            4.1(b)  Amendment to Certificate of Incorporation (Incorporated
                    by reference to Exhibit 3.1(b) to Amendment No.1 to the Form
                    S-1).

            4.2     Bylaws. (Incorporated by reference to Amendment No. 1 to the
                    Registration Statement on the Form 8-B, filed with the
                    Commission on January 11, 1988.)

            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").)

            4.5     Galoob Toys, Inc. Amended and Restated 1996 Share Incentive
                    Plan

            5       Opinion of William G. Catron

            23.1    Consent of William G. Catron (included in Exhibit 5).

            23.2    Consent of Price Waterhouse LLP.

            24      Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein be
                    reference).

                                    II-3
ITEM 9.  UNDERTAKINGS.

            (a)      The undersigned 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 Securities 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. Notwithstanding
                          the foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high end
                          of the estimated maximum offering range may be
                          reflected in the form of prospectus filed with the
                          Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent
                          no more than a 20 percent change in maximum aggregate
                          offering set forth in the "Calculation of Registration
                          Fee" table in the effective 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 paragraph (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by the foregoing paragraphs is contained in periodic
            reports filed by the Company 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 Securities 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.

            (b)      The undersigned registrant hereby undertakes that, for
                     purposes of determining any liability under the Securities
                     Act, each filing of the registrant's annual report pursuant
                     to Section 13(a) or 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

                                    II-4
such securities at that time shall be deemed to be the
                     initial bona fide offering thereof.

            (c)      Insofar as indemnification for liabilities arising under
                     the Securities 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 Securities
                     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 or 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 Securities Act and will be governed by
                     the final adjudication of such issue.

                                    II-5
SIGNATURES

            Pursuant to the requirements of the Act, the Registrant has duly
caused this Amendment to the Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of South
San Francisco, State of California, on the 28th day of August, 1997.

                                          GALOOB TOYS, INC.

                                          By:   /s/ Roger Kowalsky
                                              --------------------------------
                                                Roger Kowalsky
                                                Executive Vice President
                                                Chief Financial Officer

                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger Kowalsky acting individually, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                          Title                                   Date
---------                          -----                                   ----
/s/ Mark D. Goldman                President, Chief Executive Officer      August 28, 1997
------------------------------     and Director                      
Mark D. Goldman                    

/s/ Roger Kowalsky                 Executive Vice President and            August 28, 1997
------------------------------     Chief Financial Officer and  
Roger Kowalsky                     Director                     
                                   

/s/ Andrew Cavanaugh               Director                                August 28, 1997
------------------------------
Andrew Cavanaugh

/s/ Paul A. Gliebe, Jr.            Director                                August 28, 1997
------------------------------
Paul A. Gliebe, Jr.

/s/ Scott R. Heldfond              Director                                August 28, 1997
------------------------------
Scott R. Heldfond

/s/ S. Lee Kling                   Director                                August 28, 1997
------------------------------
S. Lee Kling
II-6
EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION                         
-----------             -----------                         

   4.1(a)         Certificate of Incorporation. (Incorporated by reference to
                  Exhibit 3.1 (a) to the Company's Amendment No. 1 to the
                  Registration Statement on Form S-1, Registration No.
                  333-12953, filed with the Commission on November 8, 1996 (the
                  "Amendment No. 1 to the Form S-1").)

   4.1(b)         Amendment to Certificate of Incorporation (Incorporated by
                  reference to Exhibit 3.1(b) to Amendment No.1 to the form
                  S-1).

   4.2            Bylaws. (Incorporated by reference to Amendment No. 1 to the
                  Registration Statement on the Form 8-B, filed with the
                  Commission on January 11, 1988.)

   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").)

   4.5            Galoob Toys, Inc. Amended and Restated 1996 Share Incentive
                  Plan

   5              Opinion of William G. Catron

   23.1           Consent of William G. Catron (included in Exhibit 5).

   23.2           Consent of Price Waterhouse LLP.

   24             Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein be
                  reference).