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:          February 14, 1997



                                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
-------         ------------

     In connection with a review of Mattel's Annual Report on Form 10-K for
     the year ended December 31, 1995, the staff of the Division of
     Corporation Finance of the Securities and Exchange Commission has made
     inquiries of Mattel regarding its accounting for certain matters
     during 1994 and 1995.  In the course of that review, the staff
     identified two matters on which it disagrees with Mattel on the
     application of generally accepted accounting principles ("GAAP") to
     Mattel's accounting treatment under certain contracts with The Walt
     Disney Company ("Disney").

     The first relates to the timing of accrual of minimum royalty
     obligations to Disney under a contract relating to Mattel's sale of
     infant and preschool toys based on Disney characters (the "I&P
     Agreement").  The staff believes that under GAAP, Mattel should have
     accrued for a shortfall in those obligations during 1994 and 1995.

     The second relates to the appropriate method of amortizing payment
     obligations under contracts with Disney involving the placement of
     Mattel sponsored stores and sponsorship of attractions at Disney theme
     parks (the "Theme Parks Agreements").  The staff believes that under
     GAAP, the payments should have been amortized over the life of the
     Theme Park Agreements by the straight-line method rather than at a
     rate based upon the pattern of usage and, accordingly, that certain
     adjustments made by Mattel during the fourth quarters of 1994 and 1995
     were inappropriate.

     In addition, Mattel made an accounting error in closing out inventory
     hedge contracts in 1994 and 1995.  Mattel recognized the resulting
     gain during the period the hedge contracts were closed rather than
     during the period the related inventory was sold as required by GAAP.
     This affected the timing of income during the period 1994-96, but has
     no impact at the end of the period or going forward or on the amount
     of Mattel's income during the period.

     While Mattel believes that its accounting treatment for the first two
     matters discussed above was correct, it has decided to make a catch-up
     adjustment to results in the fourth quarter of 1996 in the amount of
     $21.8 million before taxes, or $15.1 million after taxes ($0.05 per
     share).  Application of the staff's interpretation during 1994-96
     would have decreased Mattel's reported pre-tax income in 1994 and 1995
     and increased its reported pre-tax income in 1996 as follows:

          (i)  for 1994, a reduction in pre-tax income of $19.5 million
     (5.2% of pre-tax income), from $393.6 million to $374.2 million, of
     which $11.8 million is attributable to the I&P Agreement, $4.9
     million is attributable to the Theme Parks Agreements and $2.8 million
     is attributable to hedge accounting, and of which $10.8 million (20.5%
     of pre-tax income) is applicable to the fourth quarter;

          (ii) for 1995, a reduction in pre-tax income of $8.2 million
     (1.6% of pre-tax income), of which $2.0 million is attributable to the
     I&P Agreement, $3.3 million is attributable to the Theme Parks
     Agreements and $2.9 million is attributable to hedge accounting, and
     of which $4.0 million (2.5% of pre-tax income) is applicable to the
     fourth quarter; and

          (iii)     for 1996, an increase in pre-tax income of $5.9 million
     (1.0% of pre-tax income), of which $0.7 million is attributable to the
     Theme Parks Agreements and $5.6 million is applicable to hedge
     accounting, offset by $0.4 million attributable to the I&P Agreement.

     Mattel's accounting treatment for royalty obligations under the I&P
     Agreement and payments under the Theme Parks Agreements was determined
     with the concurrence of Mattel's independent auditors, Price
     Waterhouse.  Mattel's accounting treatment for the royalty shortfall
     under the I&P Agreement and the 1994 adjustment to its payment
     obligations under the Theme Parks Agreements were also reviewed by a
     second accounting firm, Ernst & Young, whose views with respect to
     the accounting treatment of such matters were reflected in an independent
     report prepared by the law firm of Davis Polk & Wardwell for the
     Audit Committee of Mattel's Board of Directors.  That report to the
     Audit Committee also concluded that Mattel's accounting treatment for
     these matters was in accordance with GAAP.  While Mattel continues to
     believe its original accounting treatment was appropriate, Mattel has
     taken the fourth quarter charge described above.

     Mattel and Tyco Toys, Inc. ("Tyco") are continuing to progress towards
     their previously announced merger (the "Merger").  Tyco has established a
     meeting date of March 18, 1997 for its stockholders to vote on the
     proposed Merger.  Consummation of the Merger is conditioned upon, among
     other things, the absence of any preliminary or permanent injunction or
     other order issued by any court or other judicial or administrative body
     or competent jurisdiction which prohibits or prevents the consummation of
     the Merger.

     Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
     (the "HSR Act") and the rules promulgated thereunder, the Merger may not
     be consummated until notifications have been given and certain information
     has been furnished to the Antitrust Division of the United States
     Department of Justice (the "Antitrust Division") and the United States
     Federal Trade Commission (the "FTC") and specified waiting periods have
     expired.  On November 25, 1996, Tyco and Mattel each filed a Notification
     and Report Form for review under the HSR Act with the FTC and the Antitrust
     Division.  On December 23, 1996, the FTC submitted to Mattel and Tyco a
     request for additional information and documentary material (the "Second
     Request"). Mattel and Tyco are in the process of furnishing information in
     response to the Second Request.  Under the HSR Act, the applicable waiting
     period during which the Merger may not be consummated will expire on the
     20th day after the date on which Mattel and Tyco have "substantially
     complied" with the Second Request.  On January 23, 1997, the FTC issued
     Civil Investigative Demands ("CIDs") to both Mattel and Tyco in connection
     with the FTC's investigation of the proposed Merger.  The CIDs will not
     affect the applicable waiting period.  The parties intend to comply with
     the CIDs as soon as practicable.

     Mattel and Tyco do not believe that any additional governmental filings in
     the United States, other that a Certificate of Merger to be filed in
     Delaware, are required with respect to the Merger.  At any time before or
     after consummation of the Merger, the FTC or the Antitrust Division or
     certain private parties could take such action under the antitrust laws as
     they deem necessary or desirable, including seeking divestiture of
     substantial assets of Tyco or Mattel.

     Mattel and Tyco do not believe that the consummation of the Merger will
     result in a violation of any applicable antitrust laws. However, there can
     be no assurance that a challenge to the Merger on antitrust grounds will
     not be made or, if such a challenge is made, of the result.

     Based upon recent discussions between Mattel and Tyco with respect to their
     respective businesses and general conditions in the toy industry and the
     economy as a whole, Mattel currently expects that the combined net sales of
     Mattel and Tyco for the first full year of combined operations after the
     merger (assumed to be the fiscal year ending December 31, 1998) will be $5
     billion.  Such estimate assumes that the overall net sales of each of
     Mattel and Tyco will grow at an average rate of 7% per year from their
     combined historical base.  The foregoing projection is based upon
     management's best estimate of future performance based upon the information
     available to it at this time; however, such projection is based upon
     numerous assumptions with respect to industry performance, general
     business, financial, market and economic conditions and other matters, many
     of which are beyond the control of Mattel or Tyco.  Investors are strongly
     cautioned not to attribute undue certainty to management's projections.
     Mattel has no present intention to update the foregoing projection.


Item 7.         Financial Statements and Exhibits
-------         ---------------------------------

         (a)    Financial statements of businesses acquired:  None

         (b)    Pro forma financial information:  None

         (c)    Exhibits:

                99.0  Fifth Amendment to the 1993 Restatement of the
                      Mattel Personal Investment Plan

                99.1  First Amendment to the Mattel Hourly Employee Personal
                      Investment Plan

<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/ Leland P. Smith
                                                  -------------------------
                                                  Leland P. Smith
                                                  Assistant Secretary and
        Date: February 14, 1997                   Assistant General Counsel
              -----------------

<PAGE>
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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:          February 14, 1997

                                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
-------         ------------

     In connection with a review of Mattel's Annual Report on Form 10-K for
     the year ended December 31, 1995, the staff of the Division of
     Corporation Finance of the Securities and Exchange Commission has made
     inquiries of Mattel regarding its accounting for certain matters
     during 1994 and 1995.  In the course of that review, the staff
     identified two matters on which it disagrees with Mattel on the
     application of generally accepted accounting principles ("GAAP") to
     Mattel's accounting treatment under certain contracts with The Walt
     Disney Company ("Disney").

     The first relates to the timing of accrual of minimum royalty
     obligations to Disney under a contract relating to Mattel's sale of
     infant and preschool toys based on Disney characters (the "I&P
     Agreement").  The staff believes that under GAAP, Mattel should have
     accrued for a shortfall in those obligations during 1994 and 1995.

     The second relates to the appropriate method of amortizing payment
     obligations under contracts with Disney involving the placement of
     Mattel sponsored stores and sponsorship of attractions at Disney theme
     parks (the "Theme Parks Agreements").  The staff believes that under
     GAAP, the payments should have been amortized over the life of the
     Theme Park Agreements by the straight-line method rather than at a
     rate based upon the pattern of usage and, accordingly, that certain
     adjustments made by Mattel during the fourth quarters of 1994 and 1995
     were inappropriate.

     In addition, Mattel made an accounting error in closing out inventory
     hedge contracts in 1994 and 1995.  Mattel recognized the resulting
     gain during the period the hedge contracts were closed rather than
     during the period the related inventory was sold as required by GAAP.
     This affected the timing of income during the period 1994-96, but has
     no impact at the end of the period or going forward or on the amount
     of Mattel's income during the period.

     While Mattel believes that its accounting treatment for the first two
     matters discussed above was correct, it has decided to make a catch-up
     adjustment to results in the fourth quarter of 1996 in the amount of
     $21.8 million before taxes, or $15.1 million after taxes ($0.05 per
     share).  Application of the staff's interpretation during 1994-96
     would have decreased Mattel's reported pre-tax income in 1994 and 1995
     and increased its reported pre-tax income in 1996 as follows:

          (i)  for 1994, a reduction in pre-tax income of $19.5 million
     (5.2% of pre-tax income), from $393.6 million to $374.2 million, of
     which $11.8 million is attributable to the I&P Agreement, $4.9
     million is attributable to the Theme Parks Agreements and $2.8 million
     is attributable to hedge accounting, and of which $10.8 million (20.5%
     of pre-tax income) is applicable to the fourth quarter;

          (ii) for 1995, a reduction in pre-tax income of $8.2 million
     (1.6% of pre-tax income), of which $2.0 million is attributable to the
     I&P Agreement, $3.3 million is attributable to the Theme Parks
     Agreements and $2.9 million is attributable to hedge accounting, and
     of which $4.0 million (2.5% of pre-tax income) is applicable to the
     fourth quarter; and

          (iii)     for 1996, an increase in pre-tax income of $5.9 million
     (1.0% of pre-tax income), of which $0.7 million is attributable to the
     Theme Parks Agreements and $5.6 million is applicable to hedge
     accounting, offset by $0.4 million attributable to the I&P Agreement.

     Mattel's accounting treatment for royalty obligations under the I&P
     Agreement and payments under the Theme Parks Agreements was determined
     with the concurrence of Mattel's independent auditors, Price
     Waterhouse.  Mattel's accounting treatment for the royalty shortfall
     under the I&P Agreement and the 1994 adjustment to its payment
     obligations under the Theme Parks Agreements were also reviewed by a
     second accounting firm, Ernst & Young, whose views with respect to
     the accounting treatment of such matters were reflected in an independent
     report prepared by the law firm of Davis Polk & Wardwell for the
     Audit Committee of Mattel's Board of Directors.  That report to the
     Audit Committee also concluded that Mattel's accounting treatment for
     these matters was in accordance with GAAP.  While Mattel continues to
     believe its original accounting treatment was appropriate, Mattel has
     taken the fourth quarter charge described above.

     Mattel and Tyco Toys, Inc. ("Tyco") are continuing to progress towards
     their previously announced merger (the "Merger").  Tyco has established a
     meeting date of March 18, 1997 for its stockholders to vote on the
     proposed Merger.  Consummation of the Merger is conditioned upon, among
     other things, the absence of any preliminary or permanent injunction or
     other order issued by any court or other judicial or administrative body
     or competent jurisdiction which prohibits or prevents the consummation of
     the Merger.

     Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
     (the "HSR Act") and the rules promulgated thereunder, the Merger may not
     be consummated until notifications have been given and certain information
     has been furnished to the Antitrust Division of the United States
     Department of Justice (the "Antitrust Division") and the United States
     Federal Trade Commission (the "FTC") and specified waiting periods have
     expired.  On November 25, 1996, Tyco and Mattel each filed a Notification
     and Report Form for review under the HSR Act with the FTC and the Antitrust
     Division.  On December 23, 1996, the FTC submitted to Mattel and Tyco a
     request for additional information and documentary material (the "Second
     Request"). Mattel and Tyco are in the process of furnishing information in
     response to the Second Request.  Under the HSR Act, the applicable waiting
     period during which the Merger may not be consummated will expire on the
     20th day after the date on which Mattel and Tyco have "substantially
     complied" with the Second Request.  On January 23, 1997, the FTC issued
     Civil Investigative Demands ("CIDs") to both Mattel and Tyco in connection
     with the FTC's investigation of the proposed Merger.  The CIDs will not
     affect the applicable waiting period.  The parties intend to comply with
     the CIDs as soon as practicable.

     Mattel and Tyco do not believe that any additional governmental filings in
     the United States, other that a Certificate of Merger to be filed in
     Delaware, are required with respect to the Merger.  At any time before or
     after consummation of the Merger, the FTC or the Antitrust Division or
     certain private parties could take such action under the antitrust laws as
     they deem necessary or desirable, including seeking divestiture of
     substantial assets of Tyco or Mattel.

     Mattel and Tyco do not believe that the consummation of the Merger will
     result in a violation of any applicable antitrust laws. However, there can
     be no assurance that a challenge to the Merger on antitrust grounds will
     not be made or, if such a challenge is made, of the result.

     Based upon recent discussions between Mattel and Tyco with respect to their
     respective businesses and general conditions in the toy industry and the
     economy as a whole, Mattel currently expects that the combined net sales of
     Mattel and Tyco for the first full year of combined operations after the
     merger (assumed to be the fiscal year ending December 31, 1998) will be $5
     billion.  Such estimate assumes that the overall net sales of each of
     Mattel and Tyco will grow at an average rate of 7% per year from their
     combined historical base.  The foregoing projection is based upon
     management's best estimate of future performance based upon the information
     available to it at this time; however, such projection is based upon
     numerous assumptions with respect to industry performance, general
     business, financial, market and economic conditions and other matters, many
     of which are beyond the control of Mattel or Tyco.  Investors are strongly
     cautioned not to attribute undue certainty to management's projections.
     Mattel has no present intention to update the foregoing projection.

Item 7.         Financial Statements and Exhibits
-------         ---------------------------------

         (a)    Financial statements of businesses acquired:  None

         (b)    Pro forma financial information:  None

         (c)    Exhibits:

                99.0  Fifth Amendment to the 1993 Restatement of the
                      Mattel Personal Investment Plan

                99.1  First Amendment to the Mattel Hourly Employee Personal
                      Investment Plan
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/ Leland P. Smith
                                                  -------------------------
                                                  Leland P. Smith
                                                  Assistant Secretary and
        Date: February 14, 1997                   Assistant General Counsel
              -----------------