10-K/A

                                   FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

               For the Fiscal Year Ended        December 31, 1996
                                           OR

               [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934

               For the transition period from              to

                           COMMISSION FILE NO. 0-7843

                            4KIDS ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its Charter)

                                    NEW YORK
                            (State of Incorporation)

                                   13-2691380
                     (I.R.S. Employer Identification Number)

                 1414 Avenue of the Americas, New York, New York
                    (Address of Principal Executive Offices)

                                      10019
                                   (Zip Code)

                                 (212) 758-7666
              (Registrant's Telephone Number, Including Area Code)

                                NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year if changed since last
report)


Indicate by a check mark whether the registrant: (1) has filed all annual,
quarterly and other reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or shorter
period that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days.


                          YES      X               NO _______
                             








                            4KIDS ENTERTAINMENT, INC.
                                AND SUBSIDIARIES


                                      INDEX



                                                                    PAGE NUMBER
Signature                                                               
Exhibit Index







                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: April 18, 1997


4KIDS ENTERTAINMENT, INC.



By:/s/ Joseph P. Garrity

   Joseph P. Garrity
   Executive Vice President
   Chief Financial Officer




                                     EXHIBIT INDEX

Exhibit                        Description                        Page No.

24                              Consent of Deloitte
                                & Touche LLP, Certified
                                Public Accountants

EX-24

                                                                     EXHIBIT 24

                      INDEPENDENT AUDITORS' CONSENT


                  We hereby consent to the incorporation by reference in
Registration Statement Nos. 33-11718, 33-60928 and 333-02289 of 4Kids
Entertainment, Inc. on Form S-8 of our report dated March 25, 1996 appearing in
this Annual Report on Form 10-K of 4Kids Entertainment, Inc. for the year ended
December 31, 1995.



Deloitte & Touche LLP
March 31, 1996