8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   Form 8-K


                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


     Date of Report: (Date of earliest event reported): FEBRUARY 12, 1996


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



    DELAWARE                         1-9599                     94-1716574
 (State or other                (Commission File               (IRS Employer
 jurisdiction of                    Number)                Identification No.)
 incorporation)

         500 FORBES BOULEVARD
   SOUTH SAN FRANCISCO, CALIFORNIA                             94080
(Address of principal executive offices)                     (Zip Code)

                                (415) 952-1678
             (Registrant's telephone number, including area code)






    





ITEM 5.  OTHER EVENTS.

                  By press release dated February 12, 1996, the registrant
announced the redemption of its 8% Convertible Subordinated Debentures due
2000 on or about March 22, 1996. The registrant also announced its intent to
commence an exchange offer for the 1,839,000 outstanding Depositary
Convertible Exchangeable Preferred Shares (the "Preferred Shares") pursuant to
which the registrant will offer to exchange 1.85 shares of its common stock
for each outstanding Preferred Share. The exchange offer will have a
termination date of March 29, 1996 and will be conditioned on, among other
things, the receipt of valid tenders from the holders of at least 75 percent
of the outstanding Preferred Shares. The press release is attached hereto as
Exhibit 10.1 and incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(C)      Exhibits


Exhibit No.
- -----------

10.1              Press release dated February 12, 1996.














    





                                  SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    LEWIS GALOOB TOYS, INC.



                                    By:   /s/ William B. Towne
                                        -------------------------
                                         William B. Towne
                                         Executive Vice President, Finance
                                           and Chief Financial Officer


Date:    February 13, 1996








    





                                  EXHIBIT INDEX


Exhibit                                                             Sequential
  No.                          Description                           Page No.
- -------                        -----------                          ----------

10.1               Press release dated February 12, 1996.

EX-10.1

             GALOOB TOYS ANNOUNCES TWO FINANCING TRANSACTIONS TO
           STRENGTHEN COMPANY AND POSITION IT FOR CONTINUED GROWTH

SOUTH SAN FRANCISCO, CALIF., FEBRUARY 12, 1996 -- Lewis Galoob Toys, Inc.
(NYSE: GAL; GALPR) today announced two transactions intended to strengthen the
Company's balance sheet and position it for continued growth. The Company said
that it was calling for redemption of its 8 percent Convertible Subordinated
Debentures, due 2000, and commencing an exchange offer for its Depositary
Convertible Exchangeable Preferred Shares (the "Preferred Shares").

         Under the terms of the redemption, the $14,000,000 Debentures now
outstanding will be redeemed on or about March 22, 1996, unless converted into
the Company's Common Stock by the holders prior to the redemption date. Until
the redemption date, the Debentures are convertible into an aggregate of
1,511,879 shares of Common Stock at the rate of $9.26 principal amount for
each share of Common Stock. On Friday, February 9, 1996, the Company's Common
Stock closed at $17.25 in New York Stock Exchange trading.

         The Company also announced that it will commence an exchange offer
for the 1,839,500 Preferred Shares currently outstanding. The Company will
offer to exchange 1.85 shares of Common Stock for each outstanding Preferred
Share, representing a premium of 26 percent, based on the respective prices of
the Common Stock and Preferred Shares on Friday, February 9 in New York Stock
Exchange trading. The Preferred Shares closed at $25.375 on that date. The
exchange offer, which will have an expiration date of March 29, 1996,
represents a premium of 18 percent over the $27.06 per share cash redemption
price and aggregate dividend arrearage represented by each Preferred Share.
The exchange offer will be conditioned on, among other things, the receipt of
valid tenders from the holders of at least 75 percent of the outstanding
Preferred Shares and will commence upon filing with the Securities and
Exchange Commission and distribution to holders of Preferred Shares of the
formal, definitive exchange offer documents.

         Mark Goldman, president and chief executive officer of the Company,
stated, "We are delighted to be able to undertake these two transactions. The
redemption and exchange offer will substantially strengthen the Company and
enhance its ability to capitalize on the opportunities for growth available to
us." Commenting specifically on the exchange offer, Mr. Goldman noted that,
"When we suspended payment of the preferred dividend at the outset of the
Company's turnaround program we indicated that we would revisit issues
surrounding the Preferred Shares at such time as the Company had completed its
turnaround and established consistent earnings. Those objectives having been
achieved, we believe that we will have fulfilled any obligations to the
holders of the Preferred Shares by offering them an exchange which will enable
the holders to obtain value exceeding both the current market price as well as
the redemption value and all unpaid dividends on that security."

         Lewis Galoob Toys, Inc. designs, develops, markets and sells high
quality toys worldwide.