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:          July 29, 1994



                                MATTEL, INC.
                                ------------
           (Exact name of registrant as specified in its charter)


         Delaware                  001-05647                        95-1567322
- - ------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)




333 Continental Boulevard, El Segundo, California                   90245-5012
- - ------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code              (310) 252-2000
                                                  ----------------------------

                                   N/A
- - ------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)

<PAGE>


Item 5.     Other Events
- - -------     ------------

            Response to comments regarding additional disclosures
            as requested by the Securities and Exchange Commission
            in its comment letter dated July 15, 1994.


Commitments and Contingencies - Foreign Currency Contracts
- - ----------------------------------------------------------


  The  following  tables  detail the Company's  foreign  currency
positions  by  type  of  contract and by  major  currency  as  of
December  31,  1993.   Forward contracts  to  sell  and  purchase
currencies were entered into in order to hedge the settlement  of
intercompany receivables and payables arising in connection  with
transfers of finished goods inventories between affiliates.  Swap
contracts   to  purchase  and  sell  U.S.  dollars  and   foreign
currencies  were  entered  into to  hedge  intercompany  payables
arising from short-term loans and advances among affiliates.  The
contracts thus relate to specific exposures and were not  entered
into in an attempt to generate profits.  The Company held no cash
instruments which were subject to its hedging program.

  The   following  forward  contracts,  by  which   the   Company
sold/purchased  currencies, were outstanding as of  December  31,
1993:

<TABLE>
<CAPTION>

                                                      Contract
                                 Currency              Amounts
      Currency Sold             Purchased           (U.S. $000's)
- - -------------------------   --------------------    -------------
<S>                         <C>                     <C>
British pounds sterling     U.S. dollars            $      34,913
Italian lira                U.S. dollars                   30,582
Canadian dollars            U.S. dollars                   44,924
Dutch guilders              U.S. dollars                    8,950
Spanish pesetas             U.S. dollars                   10,736
French francs               U.S. dollars                   32,145
German deutschemarks        U.S. dollars                   43,798
Other under $5,000          U.S. dollars                    9,585
                                                    -------------
    Total forward contracts
      to purchase U.S. dollars                      $     215,633
                                                    =============

U.S. dollars                Hong Kong dollars       $      13,566
U.S. dollars                Malaysian ringgits             61,311
British pounds sterling     Italian lira                    6,751
French francs               Italian lira                   16,576
German deutschemarks        Italian lira                   21,017
Other under $5,000          Italian lira                    8,361
                                                    -------------
    Total forward contracts
      to purchase foreign currencies                $     127,582
                                                    =============

</TABLE>

  The  following  swap contracts, by which the Company  purchased
foreign currencies, were outstanding as of December 31, 1993:

<TABLE>
<CAPTION>

                                                      Contract
                                 Currency              Amounts
      Currency Sold              Purchased          (U.S. $000's)
- - -------------------------   --------------------    -------------
<S>                         <C>                     <C>
U.S. dollars                German deutschemarks    $      77,330
U.S. dollars                Swiss francs                    5,212
U.S. dollars                Canadian dollars                6,721
U.S. dollars                Other under $5,000              2,527
                                                    -------------
    Total swaps into
      foreign currencies                            $      91,790
                                                    =============

</TABLE>
<PAGE>

  The  following  swap  contracts,  by  which  the  Company  sold
foreign currencies, were outstanding as of December 31, 1993:

<TABLE>
<CAPTION>

                                                      Contract
                                 Currency              Amounts
      Currency Sold              Purchased          (U.S. $000's)
- - -------------------------   --------------------    -------------
<S>                         <C>                     <C>
French francs               U.S. dollars            $      17,794
British pounds sterling     U.S. dollars                   16,346
Other under $5,000          U.S. dollars                    6,194
                                                    -------------
    Total swaps into U.S. dollars                   $      40,334
                                                    =============

</TABLE>

  The  amount of $219.4 million disclosed in Note 7, page 47,  of
Exhibit  13.0  to  the Company's Annual Report on  Form  10-K  is
comprised  of  the sum of contract values for the  above  forward
contracts and swaps to acquire foreign currencies.  The amount of
$256.0  million disclosed in Note 7 is comprised of  the  sum  of
contract  values  for the above forward contracts  and  swaps  to
acquire U.S. dollars.

  The  Company's  Corporate Treasury function is responsible  for
coordinating the management of Mattel's foreign currency exposure
on  a worldwide basis, with a primary objective of minimizing the
Company's  risk  of  loss from fluctuations  in  exchange  rates.
Treasury  maintains reports that are continuously  updated  which
track  the  Company's foreign currency positions and  amounts  of
related hedge coverages.  Unhedged positions are measured monthly
at  both  current and forecasted rates of exchange  to  determine
whether  the Company's hedge coverage is sufficient, and  in  the
event  of   periods  of volatile exchange rate activity,  foreign
currency positions are monitored more frequently than monthly.

  The  Company's  practice is to hedge a minimum of  50%  of  its
foreign currency transactions for any given year.  Contracts  may
be  executed  during  a year for the purpose of  hedging  foreign
currency  commitments  for the following year,  or  they  may  be
executed during a year for exposures arising within the year.  As
such,  the  Company's hedge contracts generally  have  maturities
ranging  from one month to twelve months in duration,  which  are
designed  to  coincide  with  settlement  dates  of  the  related
intercompany transactions.  For the year ended December 31, 1993,
net  realized foreign currency gains were $3.6 million.  Had  the
Company  not  entered into hedges covering a  percentage  of  its
foreign  currency  positions, the unfavorable effect  on  pre-tax
income would have approximated $17 million.

  As  a matter of policy, in order to minimize counterparty risk,
all  hedge contracts  are executed  with  financial  institutions
believed  to  be credit-worthy, generally those who  provide  the
Company  with its working capital lines of credit.  The Company's
contracts  are not acquired from brokers, nor are they traded  on
any exchange or over-the-counter market.


<PAGE>

                               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.


                                              MATTEL, INC.
                                              Registrant

                                              By: /s/ Gary P. Rolfes
                                                  ------------------------
                                                  Gary P. Rolfes
                                                  Senior Vice President &
        Date: July 29, 1994                       Controller
              -------------


<PAGE>
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{"company-data": {"conformed-name": "MATTEL INC /DE/", "cik": "0000063276", "assigned-sic": "3944", "irs-number": "951567322", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05647", "film-number": "94540935"}, "business-address": {"street1": "333 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3105244600"}}
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:          July 29, 1994

                                MATTEL, INC.
                                ------------
           (Exact name of registrant as specified in its charter)

         Delaware                  001-05647                        95-1567322
- - ------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)

333 Continental Boulevard, El Segundo, California                   90245-5012
- - ------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code              (310) 252-2000
                                                  ----------------------------

                                   N/A
- - ------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)
Item 5.     Other Events
- - -------     ------------

            Response to comments regarding additional disclosures
            as requested by the Securities and Exchange Commission
            in its comment letter dated July 15, 1994.

Commitments and Contingencies - Foreign Currency Contracts
- - ----------------------------------------------------------

  The  following  tables  detail the Company's  foreign  currency
positions  by  type  of  contract and by  major  currency  as  of
December  31,  1993.   Forward contracts  to  sell  and  purchase
currencies were entered into in order to hedge the settlement  of
intercompany receivables and payables arising in connection  with
transfers of finished goods inventories between affiliates.  Swap
contracts   to  purchase  and  sell  U.S.  dollars  and   foreign
currencies  were  entered  into to  hedge  intercompany  payables
arising from short-term loans and advances among affiliates.  The
contracts thus relate to specific exposures and were not  entered
into in an attempt to generate profits.  The Company held no cash
instruments which were subject to its hedging program.

  The   following  forward  contracts,  by  which   the   Company
sold/purchased  currencies, were outstanding as of  December  31,
1993:
Contract
                                 Currency              Amounts
      Currency Sold             Purchased           (U.S. $000's)
- - -------------------------   --------------------    -------------
British pounds sterling     U.S. dollars            $      34,913
Italian lira                U.S. dollars                   30,582
Canadian dollars            U.S. dollars                   44,924
Dutch guilders              U.S. dollars                    8,950
Spanish pesetas             U.S. dollars                   10,736
French francs               U.S. dollars                   32,145
German deutschemarks        U.S. dollars                   43,798
Other under $5,000          U.S. dollars                    9,585
                                                    -------------
    Total forward contracts
      to purchase U.S. dollars                      $     215,633
                                                    =============

U.S. dollars                Hong Kong dollars       $      13,566
U.S. dollars                Malaysian ringgits             61,311
British pounds sterling     Italian lira                    6,751
French francs               Italian lira                   16,576
German deutschemarks        Italian lira                   21,017
Other under $5,000          Italian lira                    8,361
                                                    -------------
    Total forward contracts
      to purchase foreign currencies                $     127,582
                                                    =============
The  following  swap contracts, by which the Company  purchased
foreign currencies, were outstanding as of December 31, 1993:
Contract
                                 Currency              Amounts
      Currency Sold              Purchased          (U.S. $000's)
- - -------------------------   --------------------    -------------
U.S. dollars                German deutschemarks    $      77,330
U.S. dollars                Swiss francs                    5,212
U.S. dollars                Canadian dollars                6,721
U.S. dollars                Other under $5,000              2,527
                                                    -------------
    Total swaps into
      foreign currencies                            $      91,790
                                                    =============
The  following  swap  contracts,  by  which  the  Company  sold
foreign currencies, were outstanding as of December 31, 1993:
Contract
                                 Currency              Amounts
      Currency Sold              Purchased          (U.S. $000's)
- - -------------------------   --------------------    -------------
French francs               U.S. dollars            $      17,794
British pounds sterling     U.S. dollars                   16,346
Other under $5,000          U.S. dollars                    6,194
                                                    -------------
    Total swaps into U.S. dollars                   $      40,334
                                                    =============
The  amount of $219.4 million disclosed in Note 7, page 47,  of
Exhibit  13.0  to  the Company's Annual Report on  Form  10-K  is
comprised  of  the sum of contract values for the  above  forward
contracts and swaps to acquire foreign currencies.  The amount of
$256.0  million disclosed in Note 7 is comprised of  the  sum  of
contract  values  for the above forward contracts  and  swaps  to
acquire U.S. dollars.

  The  Company's  Corporate Treasury function is responsible  for
coordinating the management of Mattel's foreign currency exposure
on  a worldwide basis, with a primary objective of minimizing the
Company's  risk  of  loss from fluctuations  in  exchange  rates.
Treasury  maintains reports that are continuously  updated  which
track  the  Company's foreign currency positions and  amounts  of
related hedge coverages.  Unhedged positions are measured monthly
at  both  current and forecasted rates of exchange  to  determine
whether  the Company's hedge coverage is sufficient, and  in  the
event  of   periods  of volatile exchange rate activity,  foreign
currency positions are monitored more frequently than monthly.

  The  Company's  practice is to hedge a minimum of  50%  of  its
foreign currency transactions for any given year.  Contracts  may
be  executed  during  a year for the purpose of  hedging  foreign
currency  commitments  for the following year,  or  they  may  be
executed during a year for exposures arising within the year.  As
such,  the  Company's hedge contracts generally  have  maturities
ranging  from one month to twelve months in duration,  which  are
designed  to  coincide  with  settlement  dates  of  the  related
intercompany transactions.  For the year ended December 31, 1993,
net  realized foreign currency gains were $3.6 million.  Had  the
Company  not  entered into hedges covering a  percentage  of  its
foreign  currency  positions, the unfavorable effect  on  pre-tax
income would have approximated $17 million.

  As  a matter of policy, in order to minimize counterparty risk,
all  hedge contracts  are executed  with  financial  institutions
believed  to  be credit-worthy, generally those who  provide  the
Company  with its working capital lines of credit.  The Company's
contracts  are not acquired from brokers, nor are they traded  on
any exchange or over-the-counter market.
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.

                                              MATTEL, INC.
                                              Registrant

                                              By: /s/ Gary P. Rolfes
                                                  ------------------------
                                                  Gary P. Rolfes
                                                  Senior Vice President &
        Date: July 29, 1994                       Controller
              -------------