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): May 31, 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) 524-2000
                                                   ---------------------------

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

<PAGE>


Item 2.         Acquisition or Disposition of Assets
- - -------         ------------------------------------

                    On May 31, 1994, Mattel, Inc. ("Registrant") acquired
                substantially all of the assets (the "Assets") of Kransco, a
                California corporation ("Seller"), pursuant to an Amended
                and Restated Asset Purchase Agreement, dated as of March 26,
                1994 and amended and restated as of May 15, 1994 (the "Asset
                Purchase Agreement"), by and between Registrant and Seller.
                The Assets consist of all of Seller's right, title and
                interest in and to substantially all of the assets,
                properties, business and goodwill of Seller, as well as all
                of the capital stock of Kransco Limited, a U.K. corporation,
                and Juegos California, S.A. de C.V., a Mexico corporation,
                each a subsidiary of Seller.  Notwithstanding the foregoing,
                the Assets did not include, and Seller retained all right,
                title and interest in and to, among other things, (i) all
                cash and cash equivalents, (ii) certain unimproved real
                property located in Morgan Hill, California and all of
                Seller's interest in real property and improvements located
                at Seller's facilities in San Gabriel, California and
                Virginia Beach, Virginia; (iii) artwork at Seller's
                headquarters; and (iv) all of Seller's rights of recovery in
                connection with certain litigation identified in the Asset
                Purchase Agreement.

                    Seller used the Assets in the manufacture of active
                play products, plastic toys and sporting goods.  Registrant
                intends to continue to use the Assets, including plant and
                equipment included in the Assets, substantially for the same
                purpose.

                    There is no material relationship between Seller and
                Registrant, any of its affiliates, any director or officer
                of Registrant, or any associate of any director or officer.

                    Registrant purchased the Assets from Seller for
                approximately $260,000,000 (the "Initial Purchase Price"),
                subject to post-closing adjustment upon delivery of a
                closing balance sheet.  In addition, Registrant shall pay to
                Seller up to $8,625,000 for each of calendar years 1994,
                1995 and 1996 (the "Contingent Purchase Price") if the net
                sales of the Power Wheels [registered trademark] line of
                products equals or exceeds certain amounts for such years,
                all as more fully described in the Asset Purchase Agreement.
                The Initial Purchase Price was paid by Registrant out of
                working capital.  Registrant expects that any post-closing
                adjustment to the Initial Purchase Price shall be paid from
                working capital and any portion of the Contingent Purchase
                Price payable by Registrant pursuant to the Asset Purchase
                Agreement shall be paid from working capital.


Item 7.         Financial Statements, Proforma Financial Information
                and Exhibits
                ----------------------------------------------------

          (a)   Financial statements of businesses acquired:

                It is not practicable to file the required audited and
                unaudited historical financial statements at this time.
                Accordingly, pursuant to Item 7(a)(4) of Form 8-K,
                Registrant will file such financial statements under
                cover of Form 8-K/A as soon as practicable, but not
                later than August 15, 1994.

          (b)   Pro forma financial information:

                It is not practicable to file the required pro forma
                financial information at this time.  Accordingly, pursuant
                to Item 7(b)(2) of Form 8-K, Registrant will file such
                pro forma financial information under cover of Form 8-K/A
                as soon as practicable, but not later than August 15, 1994.

          (c)   Exhibits:

                 2.1  Amended and Restated Asset Purchase Agreement, dated
                      as of March 26, 1994 and amended and restated as of
                      May 15, 1994, by and between Kransco and Mattel, Inc.

                99.0  Notice of Grant of Stock Options and Grant Agreement

                99.1  Grant Agreement for a Non-Qualified Stock Option

                99.2  Award Cancellation Agreement

<PAGE>

                               SIGNATURES
                               ----------

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


                                              MATTEL, INC.
                                              Registrant



                                              By: /s/ N. Ned Mansour
                                                  --------------------------
                                                  N. Ned Mansour
                                                  Senior Vice President,
                                                  General Counsel and
        Date: June 14, 1994                       Secretary
              -------------

<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 (Date of earliest event reported): May 31, 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) 524-2000
                                                   ---------------------------

                                   N/A
- - ------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)
Item 2.         Acquisition or Disposition of Assets
- - -------         ------------------------------------

                    On May 31, 1994, Mattel, Inc. ("Registrant") acquired
                substantially all of the assets (the "Assets") of Kransco, a
                California corporation ("Seller"), pursuant to an Amended
                and Restated Asset Purchase Agreement, dated as of March 26,
                1994 and amended and restated as of May 15, 1994 (the "Asset
                Purchase Agreement"), by and between Registrant and Seller.
                The Assets consist of all of Seller's right, title and
                interest in and to substantially all of the assets,
                properties, business and goodwill of Seller, as well as all
                of the capital stock of Kransco Limited, a U.K. corporation,
                and Juegos California, S.A. de C.V., a Mexico corporation,
                each a subsidiary of Seller.  Notwithstanding the foregoing,
                the Assets did not include, and Seller retained all right,
                title and interest in and to, among other things, (i) all
                cash and cash equivalents, (ii) certain unimproved real
                property located in Morgan Hill, California and all of
                Seller's interest in real property and improvements located
                at Seller's facilities in San Gabriel, California and
                Virginia Beach, Virginia; (iii) artwork at Seller's
                headquarters; and (iv) all of Seller's rights of recovery in
                connection with certain litigation identified in the Asset
                Purchase Agreement.

                    Seller used the Assets in the manufacture of active
                play products, plastic toys and sporting goods.  Registrant
                intends to continue to use the Assets, including plant and
                equipment included in the Assets, substantially for the same
                purpose.

                    There is no material relationship between Seller and
                Registrant, any of its affiliates, any director or officer
                of Registrant, or any associate of any director or officer.

                    Registrant purchased the Assets from Seller for
                approximately $260,000,000 (the "Initial Purchase Price"),
                subject to post-closing adjustment upon delivery of a
                closing balance sheet.  In addition, Registrant shall pay to
                Seller up to $8,625,000 for each of calendar years 1994,
                1995 and 1996 (the "Contingent Purchase Price") if the net
                sales of the Power Wheels [registered trademark] line of
                products equals or exceeds certain amounts for such years,
                all as more fully described in the Asset Purchase Agreement.
                The Initial Purchase Price was paid by Registrant out of
                working capital.  Registrant expects that any post-closing
                adjustment to the Initial Purchase Price shall be paid from
                working capital and any portion of the Contingent Purchase
                Price payable by Registrant pursuant to the Asset Purchase
                Agreement shall be paid from working capital.

Item 7.         Financial Statements, Proforma Financial Information
                and Exhibits
                ----------------------------------------------------

          (a)   Financial statements of businesses acquired:

                It is not practicable to file the required audited and
                unaudited historical financial statements at this time.
                Accordingly, pursuant to Item 7(a)(4) of Form 8-K,
                Registrant will file such financial statements under
                cover of Form 8-K/A as soon as practicable, but not
                later than August 15, 1994.

          (b)   Pro forma financial information:

                It is not practicable to file the required pro forma
                financial information at this time.  Accordingly, pursuant
                to Item 7(b)(2) of Form 8-K, Registrant will file such
                pro forma financial information under cover of Form 8-K/A
                as soon as practicable, but not later than August 15, 1994.

          (c)   Exhibits:

                 2.1  Amended and Restated Asset Purchase Agreement, dated
                      as of March 26, 1994 and amended and restated as of
                      May 15, 1994, by and between Kransco and Mattel, Inc.

                99.0  Notice of Grant of Stock Options and Grant Agreement

                99.1  Grant Agreement for a Non-Qualified Stock Option

                99.2  Award Cancellation Agreement
SIGNATURES
                               ----------

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

                                              MATTEL, INC.
                                              Registrant

                                              By: /s/ N. Ned Mansour
                                                  --------------------------
                                                  N. Ned Mansour
                                                  Senior Vice President,
                                                  General Counsel and
        Date: June 14, 1994                       Secretary
              -------------