SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                               
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                                SCHEDULE 14A
                               (Rule 14a-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT

                          SCHEDULE 14A INFORMATION
              PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                            
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                            (Amendment No. ___)

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                              GALOOB TOYS, INC
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              (Name of Registrant as Specified in Its Charter)


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  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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     GALOOB
     Lewis Galoob Toys, Inc.                                 (415) 952-1678

                500 FORBES BLVD., SOUTH SAN FRANCISCO, CA  94080
                                NOVEMBER 15, 1996
       
     Dear Shareholder:
       
     Through recent conversations with several shareholders who voted their
     shares of Galoob common stock against the Company's proposed 1996
     Share Incentive Plan, three areas of concern have surfaced which we
     want to clarify:
       
     1.   Option repricing, substitutions or exchanges
          --------------------------------------------
          Paragraph 20 of the Plan states in part "by mutual agreement
          between the Company and a participant hereunder, under this Plan
          or under any other present or future plan of the Company,
          Benefits may be granted to such participant in substitution and
          exchange for, and in cancellation of, any Benefits previously
          granted such participant under this Plan, or any other present or
          future plan of the Company."
       
          The Company has no intention of repricing any outstanding stock
          options under the Plan.  This was previously expressed to
          Institutional Shareholder Services in the letter of October 18,
          1996 from Mr. Mark Goldman, the Company's President and CEO.
       
          Paragraph 20 will be amended to clarify that options will not be
          repriced after they have been issued.
       
     2.   Restricted stock
          ----------------
          Paragraph 8 of the Plan provides for the granting of Stock Awards
          without specific time requirements on the restrictions attached
          to the award.
       
          It is not the Company's present intention to use such Stock
          Awards.  The section was included in the plan to provide
          flexibility in the future.
       
          However, Paragraph 8 will be amended to specify that Stock Awards
          which are not performance based will be  restricted for a minimum
          three years.  Performance based awards will be restricted with
          regard to the future goals to be achieved (i.e., earnings or
          stock price levels).
       
     3.   Dilution
          --------
          The proposed plan authorized the issuance of 1,850,000 new
          shares.  The Company believes this level is needed to
          provide adequate incentives to current employees and to hire
          appropriate new employees to support the Company's current and
          expected future growth.
       
          At October 31, 1996, the Company had 15,149,651 shares
          outstanding.  We will close our public offering for 2,392,866
          shares (which includes a warrant exercise) on Monday, November
          18, 1996.  In addition, we have outstanding unexercised options
          for 1,503,750 shares and unexercised warrants for 75,000 shares. 
          The total of those is 19,121,267 which makes the new option plan
          less than 10% of the total shares outstanding and issuable.
       
     We hope these clarifications will allow you to vote yes on the 1996
     Share Incentive Plan.  The Annual Meeting was adjourned as to this
     matter until November 22, 1996.
       
     If you have any questions, please call me at (415) 952-1678 ext. 2206.
       
     Very truly yours,

     William G. Catron
     Executive Vice President
     General Counsel and Chief Administration Officer
                                                                              
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