_____________________ 
                                                     |    OMB APPROVAL     | 
                                                     |_____________________| 
                                                     |OMB NUMBER: 3235-0167| 
                     UNITED STATES                   |EXPIRES:             | 
          SECURITIES AND EXCHANGE COMMISSION         |   SEPTEMBER 30, 1998| 
                Washington, D.C.  20549              |ESTIMATED AVERAGE    | 
                                                     |BURDEN HOURS         | 
                        FORM 15                      |PER RESPONSE ...1.50 | 
                                                     |_____________________| 
   
  
      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER  
      SECTION 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION 
      OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE  
      SECURITIES EXCHANGE ACT OF 1934. 
  
                                             Commission File Number 1-9599 
  
                                       
                              Galoob Toys, Inc.                             
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          (Exact name of registrant as specified in its charter) 
  
                                       
         500 Forbes Boulevard, South San Francisco, California 94080        
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  (Address, including zip code, and telephone number, including area code 
                of registrant's principal executive offices) 
  
                                       
                   Common Stock, par value $0.01 per share                  
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          (Title of each class of securities covered by this Form) 
  
                                       
                                    None                                   
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    (Titles of all other classes of securities for which a duty to file  
               reports under section 13(a) or 15(d) remains) 
  
         Please place an X in the box(es) to designate the appropriate rule 
   provision(s) relied upon to terminate or suspend the duty to file
 reports: 
  
        Rule 12g-4(a)(1)(i)    (X)           Rule 12h-3(b)(1)(i)    (X) 
        Rule 12g-4(a)(1)(ii)   ( )           Rule 12h-3(b)(1)(ii)   ( ) 
        Rule 12g-4(a)(2)(i)    ( )           Rule 12h-3(b)(2)(i)    ( ) 
        Rule 12g-4(a)(2)(ii)   ( )           Rule 12h-3(b)(2)(ii)   ( ) 
                                             Rule 15d-6             ( ) 
  
         Approximate number of holders of record as of the certification or
 notice date:  1                                                            
  
         Pursuant to the requirements of the Securities Exchange Act of 1934 
   (Name of registrant as specified in charter) has caused this
 certification/notice to be signed on its behalf by the undersigned duly
 authorized person. 

                                        /s/ Phillip H. Waldoks 
   Date:  November 2, 1998              By: Phillip H. Waldoks        
        --------------------------         ----------------------------
                                            Senior Vice President-Corporate
                                            Legal Affairs & Secretary 
  
     
   Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of 
   the General Rules and Regulations under the Securities Exchange Act of 
   1934.  The registrant shall file with the Commission three copies of  
   Form 15, one of which shall be manually signed.  It may be signed by  
   an officer of the registrant, by counsel or by any other duly authorized 
   person.  The name and title of the person signing the form shall be  
   typed or printed under the signature.