FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * KATZ JEFFREY G   2. Issuer Name and Ticker or Trading Symbol LEAPFROG ENTERPRISES INC [LF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO and President (Last) (First) (Middle) LEAPFROG ENTERPRISES, INC., 6401 HOLLIS STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/15/2009 (Street) EMERYVILLE, CA 94608 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nonqualified Stock Option (right to buy) (1)

$ 2.75

05/15/2009

A

929,400

(2)

05/15/2019

Class A Common

929,400

$ 0

929,400

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KATZ JEFFREY G LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET EMERYVILLE, CA 94608	X		Chairman, CEO and President

Signatures

Jeffrey G. Katz		05/19/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Granted under Issuer's 2002 Equity Incentive Plan.
(2)	The option becomes exercisable, if at all, when the average closing price of the Company's Class A common stock on the NYSE across all trading days during a consecutive 90-day period that occurs after the grant date and during the term of the option equals or exceeds $4.00 per share (such condition of vesting, the "Price Condition"). In addition, subject to the Price Condition, the option will vest over four years as follows: 25% of the option shares will vest on May 15, 2010 with the remaining option shares vesting in 36 equal monthly installments commencing June 15, 2010. Any option shares that would, but for the Price Condition, have vested according to the vesting schedule above, will vest when the Price Condition is met.

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