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 11, 2000



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

                Following the release of earnings on February 3, 2000,
                the Company commented on its fourth quarter and full
                year 1999 results in a conference call.  The following
                are the comments made by Kevin M. Farr, Senior Vice
                President and Corporate Controller, during that call:

                Today we reported earnings per share of 43 cents for full
                year 1999, before nonrecurring charges, which was lower than
                our previous estimate due to continuing issues involving our
                Learning Company software division.  The full year pretax
                loss of $205.5 million at the Learning Company division
                impacted the earnings per share by 36 cents for full year
                1999.  So - in order to better understand Mattel's
                consolidated fourth quarter and full year 1999 results,
                I will separately discuss the performance of Mattel on a
                stand-alone basis and then that of The Learning Company.

                Revenues for the 1999 full year for Mattel stand-alone
                reached $4.7 billion, a 1% decline over the 1998 full year.
                In local currencies revenues were virtually flat with last
                year.  Revenues in the fourth quarter of 1999 for Mattel
                stand-alone were $1.6 billion, a 4% increase over the 1998
                fourth quarter.  Sales in the US were up 13%.  In
                International, sales were down 9% at actual, and 3% at local
                currency.

                Gross margin, for Mattel stand-alone, while strong at 47.8%
                for the full year, were 1.6% points lower than last year.
                Fourth quarter gross margin reached 48.5%, a 2.2% decrease
                compared to last year's quarter.  The decrease for the year
                and quarter was principally due to the mix of our business,
                higher ocean freight costs and slightly higher product costs
                due to strengthening currencies in countries where we
                manufacture.

                Advertising, as a percentage of net sales for the full year
                was 15.4% of net sales, which was slightly lower than our
                expected full year advertising and promotion rate of 15.5%
                for Mattel on a stand-alone basis - a significant decrease
                from the 17.0% rate for full year 1998.  Advertising , as a
                percentage of net sales for the 1999 fourth quarter was
                19.1%, a decrease of 3.7% over the 1998 quarter.

                Selling, general and administrative expenses for Mattel
                stand-alone, on a full year basis, increased slightly to
                18.9% of net sales.  In the fourth quarter, selling, general
                and administrative costs declined over 6% to 16.9% of net
                sales, reflecting the favorable impact resulting from the
                restructuring efforts.

                Operating profit before goodwill amortization for Mattel, on
                a stand-alone basis, was 13.6% for the full year 1999
                compared to 13.8% last year.  For the fourth quarter,
                operating profit before amortization reached 12.9%, a 3.6%
                increase over last years 9.3%.

                Turning to The Learning Company, revenue was down 40% to
                $165 million, compared to the fourth quarter last year,
                primarily resulting from lower CD ROM sales at retail and
                unfavorable product pricing.  On a full year basis, The
                Learning Company's revenues decreased by 8% to $771 million
                for the same factors previously mentioned.  As a result,
                gross margin decreased to 43% of net sales for the full
                year.

                In addition, advertising expenses increased during 1999 to
                27.7% of net sales, up from 12.4% in 1998 due to increased
                customer rebates.

                Increased bad debt reserves of $56 million, primarily
                involving one major distributor, also contributed to the
                operating loss for the year.  As a result, operating loss
                before amortization of intangibles was $166 million for full
                year 1999 compared to a profit of $202 million in the 1998
                year.

                On a Mattel and Learning Company combined basis, other
                income in the fourth quarter 1999 decreased by approximately
                $6 million, mainly due to lower interest income resulting
                from lower cash balances at The Learning Company.

                On a consolidated basis, amortization of intangibles totaled
                $92 million relating primarily to the 1998 acquisitions of
                Pleasant Company and Mindscape.

                Consolidated interest expense increased by approximately $23
                million for the year, primarily due to the funding of The
                Learning Company's cash requirements.

                Our full year tax rate for 1999, before charges, was 22.6%,
                which was 2.1% lower than our tax rate of 24.7% for the
                first nine months.  The decrease in the 1999 full year
                worldwide effective income tax rate was attributable to
                domestic losses incurred by The Learning Company, which
                result in tax benefits at a rate higher than Mattel's
                worldwide effective income tax rate.  We expect that the
                income tax rate for year 2000 will be 27.6%, our previously
                projected rate for 1999.

                Turning to the balance sheet, cash decreased approximately
                $194 million compared to year end 1998, primarily due to
                payment of restructuring and integration costs and repayment
                of Learning Company's short-term debt.

                Receivables of $1.27 billion were approximately $120 million
                higher than year end 1998, principally related to the
                cancellation of The Learning Company's $100 million
                factoring facility.

                Inventories were down by approximately $100 million with
                days supply outstanding improving by 25 days to 100 days.
                Excluding The Learning Company, inventories at Mattel were
                actually down by over $130 million due to tight inventory
                management, with days supply outstanding improving by 34
                days on a stand-alone basis.

                Prepaid expenses decreased approximately $41 million,
                primarily due to the reclassification of certain deferred
                income tax assets related to operating losses to non-current
                assets, partially offset by higher prepaid royalties and
                development costs.

                Other non-current assets increased by approximately $208
                million, mainly due to increased non-current deferred tax
                assets related to operating losses, partially offset by
                amortization of goodwill.

                Short-term borrowings were up approximately $170 million,
                primarily due to the funding of The Learning Company's cash
                requirements.


                Note:

                Forward-looking statements with respect to the financial
                condition, results of operations and business of the company,
                which include, but are not limited to sales levels,
                restructuring and integration charges, special charges,
                other non-recurring charges, cost savings, operating
                efficiencies and profitability, are subject to certain risks
                and uncertainties that could cause actual results to differ
                materially from those set forth in such statements.  These
                include without limitation: the company's dependence on the
                timely development, introduction and customer acceptance of
                new products; significant changes in buying patterns of major
                customers; possible weaknesses of international markets; the
                impact of competition on revenues and margins; the company's
                ability to successfully integrate the operations of
                The Learning Company following its merger into the company;
                the effect of currency fluctuations on reportable income;
                unanticipated negative results of litigation, governmental
                proceedings or environmental matters; and other risks and
                uncertainties as may be detailed from time to time in the
                company's public announcements and SEC filings.


                Mattel, Inc. also hereby incorporates by reference herein
                its press release dated February 3, 2000 regarding
                management changes and its fourth quarter and full year
                1999 earnings, a copy of which is included as Exhibit
                99.0 attached hereto.


<PAGE>


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

        (a)     Financial statements of businesses acquired:  None

        (b)     Pro Forma financial information:  None

        (c)     Exhibits:

                99.0  Press release dated February 3, 2000





                               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/ Christopher O'Brien
                                                  -------------------------
                                                  Christopher O'Brien
                                                  Assistant General Counsel
                                                  and Assistant Secretary
        Date: February 11, 2000
        -----------------------

<PAGE>
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{"company-data": {"conformed-name": "MATTEL INC /DE/", "cik": "0000063276", "assigned-sic": "3942", "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": "532698"}, "business-address": {"street1": "333 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3102522000"}}
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 11, 2000

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

                Following the release of earnings on February 3, 2000,
                the Company commented on its fourth quarter and full
                year 1999 results in a conference call.  The following
                are the comments made by Kevin M. Farr, Senior Vice
                President and Corporate Controller, during that call:

                Today we reported earnings per share of 43 cents for full
                year 1999, before nonrecurring charges, which was lower than
                our previous estimate due to continuing issues involving our
                Learning Company software division.  The full year pretax
                loss of $205.5 million at the Learning Company division
                impacted the earnings per share by 36 cents for full year
                1999.  So - in order to better understand Mattel's
                consolidated fourth quarter and full year 1999 results,
                I will separately discuss the performance of Mattel on a
                stand-alone basis and then that of The Learning Company.

                Revenues for the 1999 full year for Mattel stand-alone
                reached $4.7 billion, a 1% decline over the 1998 full year.
                In local currencies revenues were virtually flat with last
                year.  Revenues in the fourth quarter of 1999 for Mattel
                stand-alone were $1.6 billion, a 4% increase over the 1998
                fourth quarter.  Sales in the US were up 13%.  In
                International, sales were down 9% at actual, and 3% at local
                currency.

                Gross margin, for Mattel stand-alone, while strong at 47.8%
                for the full year, were 1.6% points lower than last year.
                Fourth quarter gross margin reached 48.5%, a 2.2% decrease
                compared to last year's quarter.  The decrease for the year
                and quarter was principally due to the mix of our business,
                higher ocean freight costs and slightly higher product costs
                due to strengthening currencies in countries where we
                manufacture.

                Advertising, as a percentage of net sales for the full year
                was 15.4% of net sales, which was slightly lower than our
                expected full year advertising and promotion rate of 15.5%
                for Mattel on a stand-alone basis - a significant decrease
                from the 17.0% rate for full year 1998.  Advertising , as a
                percentage of net sales for the 1999 fourth quarter was
                19.1%, a decrease of 3.7% over the 1998 quarter.

                Selling, general and administrative expenses for Mattel
                stand-alone, on a full year basis, increased slightly to
                18.9% of net sales.  In the fourth quarter, selling, general
                and administrative costs declined over 6% to 16.9% of net
                sales, reflecting the favorable impact resulting from the
                restructuring efforts.

                Operating profit before goodwill amortization for Mattel, on
                a stand-alone basis, was 13.6% for the full year 1999
                compared to 13.8% last year.  For the fourth quarter,
                operating profit before amortization reached 12.9%, a 3.6%
                increase over last years 9.3%.

                Turning to The Learning Company, revenue was down 40% to
                $165 million, compared to the fourth quarter last year,
                primarily resulting from lower CD ROM sales at retail and
                unfavorable product pricing.  On a full year basis, The
                Learning Company's revenues decreased by 8% to $771 million
                for the same factors previously mentioned.  As a result,
                gross margin decreased to 43% of net sales for the full
                year.

                In addition, advertising expenses increased during 1999 to
                27.7% of net sales, up from 12.4% in 1998 due to increased
                customer rebates.

                Increased bad debt reserves of $56 million, primarily
                involving one major distributor, also contributed to the
                operating loss for the year.  As a result, operating loss
                before amortization of intangibles was $166 million for full
                year 1999 compared to a profit of $202 million in the 1998
                year.

                On a Mattel and Learning Company combined basis, other
                income in the fourth quarter 1999 decreased by approximately
                $6 million, mainly due to lower interest income resulting
                from lower cash balances at The Learning Company.

                On a consolidated basis, amortization of intangibles totaled
                $92 million relating primarily to the 1998 acquisitions of
                Pleasant Company and Mindscape.

                Consolidated interest expense increased by approximately $23
                million for the year, primarily due to the funding of The
                Learning Company's cash requirements.

                Our full year tax rate for 1999, before charges, was 22.6%,
                which was 2.1% lower than our tax rate of 24.7% for the
                first nine months.  The decrease in the 1999 full year
                worldwide effective income tax rate was attributable to
                domestic losses incurred by The Learning Company, which
                result in tax benefits at a rate higher than Mattel's
                worldwide effective income tax rate.  We expect that the
                income tax rate for year 2000 will be 27.6%, our previously
                projected rate for 1999.

                Turning to the balance sheet, cash decreased approximately
                $194 million compared to year end 1998, primarily due to
                payment of restructuring and integration costs and repayment
                of Learning Company's short-term debt.

                Receivables of $1.27 billion were approximately $120 million
                higher than year end 1998, principally related to the
                cancellation of The Learning Company's $100 million
                factoring facility.

                Inventories were down by approximately $100 million with
                days supply outstanding improving by 25 days to 100 days.
                Excluding The Learning Company, inventories at Mattel were
                actually down by over $130 million due to tight inventory
                management, with days supply outstanding improving by 34
                days on a stand-alone basis.

                Prepaid expenses decreased approximately $41 million,
                primarily due to the reclassification of certain deferred
                income tax assets related to operating losses to non-current
                assets, partially offset by higher prepaid royalties and
                development costs.

                Other non-current assets increased by approximately $208
                million, mainly due to increased non-current deferred tax
                assets related to operating losses, partially offset by
                amortization of goodwill.

                Short-term borrowings were up approximately $170 million,
                primarily due to the funding of The Learning Company's cash
                requirements.

                Note:

                Forward-looking statements with respect to the financial
                condition, results of operations and business of the company,
                which include, but are not limited to sales levels,
                restructuring and integration charges, special charges,
                other non-recurring charges, cost savings, operating
                efficiencies and profitability, are subject to certain risks
                and uncertainties that could cause actual results to differ
                materially from those set forth in such statements.  These
                include without limitation: the company's dependence on the
                timely development, introduction and customer acceptance of
                new products; significant changes in buying patterns of major
                customers; possible weaknesses of international markets; the
                impact of competition on revenues and margins; the company's
                ability to successfully integrate the operations of
                The Learning Company following its merger into the company;
                the effect of currency fluctuations on reportable income;
                unanticipated negative results of litigation, governmental
                proceedings or environmental matters; and other risks and
                uncertainties as may be detailed from time to time in the
                company's public announcements and SEC filings.

                Mattel, Inc. also hereby incorporates by reference herein
                its press release dated February 3, 2000 regarding
                management changes and its fourth quarter and full year
                1999 earnings, a copy of which is included as Exhibit
                99.0 attached hereto.
Item 7.         Financial Statements and Exhibits
-------         ---------------------------------

        (a)     Financial statements of businesses acquired:  None

        (b)     Pro Forma financial information:  None

        (c)     Exhibits:

                99.0  Press release dated February 3, 2000

                               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/ Christopher O'Brien
                                                  -------------------------
                                                  Christopher O'Brien
                                                  Assistant General Counsel
                                                  and Assistant Secretary
        Date: February 11, 2000
        -----------------------