As filed with the Securities and Exchange Commission on June 30, 1994.

                                              Registration No. __________




                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                              _______________

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   UNDER

                        THE SECURITIES ACT OF 1933

                              _______________

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


         Delaware                                                   95-1567322
------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                            Identification No.)




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



                 FISHER-PRICE, INC. MATCHING SAVINGS PLAN
                 ----------------------------------------
                         (Full title of the plan)


                           N. Ned Mansour, Esq.
                               MATTEL, INC.
                         333 Continental Boulevard
                     El Segundo, California 90245-5012
                  ---------------------------------------
                  (Name and address of agent for service)


                              (310) 524-3607
       -------------------------------------------------------------
       (Telephone number, including area code, of agent for service)

                              _______________

<PAGE>

<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE


                                   Proposed      Proposed
                                    maximum       maximum
  Title of            Amount       offering     aggregate         Amount of
securities to         to be        price per     offering        registration
be registered       registered      share         price               fee
-----------------------------------------------------------------------------
<S>                 <C>            <C>           <C>              <C>
Common Stock
($1.00 Par Value)   1,000,000 (1)  $25.4375 (2)  $25,437,500 (2)  $8,771.55
-----------------------------------------------------------------------------

<FN>
     (1) This figure represents the aggregate number of shares of
     Common  Stock,  as presently constituted,  of  Mattel,  Inc.
     being  registered hereby for sale pursuant  to  the  Fisher-
     Price,   Inc.  Matching  Savings  Plan.   There   are   also
     registered  an undetermined number of additional  shares  of
     Common  Stock  that  may  be sold  in  accordance  with  the
     provisions  of  the Plan in the event of any change  in  the
     outstanding   shares  of  Common  Stock  of   the   Company,
     including a stock dividend or stock split.

     (2)  Estimated  solely for the purpose  of  calculating  the
     registration  fee  pursuant to Rule 457 under  the  Act  and
     based  on  the average of the high and low prices  at  which
     shares of Common Stock of the Company were sold on June  27,
     1994 (NYSE--Composite Transactions).

</FN>
</TABLE>

     In  addition,  pursuant to Rule 416(c) under the  Securities
Act   of  1933,  this  registration  statement  also  covers   an
indeterminate amount of interests to be offered or sold  pursuant
to the employee benefit plan described herein.

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


                               2
<PAGE>

                             PART II
                             -------

Item 3.   Incorporation of Documents by Reference
-------------------------------------------------

     The  following  documents, which have been  filed  with  the
Commission  pursuant to the Securities Exchange Act of  1934,  as
amended (the "Exchange Act"), are incorporated by reference  into
the  Registration Statement:  Mattel's Annual Report on Form 10-K
for  the  year  ended  December  31,  1993  (the  "Mattel  Annual
Report"), its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, its Current Reports on Form 8-K dated February 1,
1994,  February 8, 1994, February 9, 1994, March 23, 1994,  March
28,  1994, April 14, 1994 and April 20, 1994, its Current  Report
on Form 8-K dated May 31, 1994 and the First Amendment thereto on
Form  8-K/A dated June 30, 1994, its Notice of Annual Meeting  of
Stockholders  and  Proxy Statement, dated  March  28,  1994  (the
"Proxy   Statement"),   the   information   under   the   heading
"Description  of Common Stock" in its registration  statement  on
Form S-3 (No. 33-40434) and the Plan's Annual Report on Form 11-K
for the year ended December 31, 1993.

     All  documents  filed  by Mattel or  the  Plan  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to  the  date of this Prospectus and prior to the termination  of
the  Plan  or  the  filing  of a post-effective  amendment  which
indicates  that all the securities offered hereby have been  sold
or  which deregisters all securities then remaining unsold, shall
be  deemed  to be incorporated by reference into the Registration
Statement and to be a part thereof from the respective  dates  of
filing of such documents.


Item 4.   Description of Securities
-----------------------------------

          Not Applicable.


Item 5.   Interests of Named Experts and Counsel
------------------------------------------------

          Not Applicable.


Item 6.  Indemnification of Directors and Officers
--------------------------------------------------

     Mattel,  Inc.  (The  "Company"  or  the  "Registrant"),  has
adopted  provisions in its Restated Certificate of  Incorporation
(the  "Certificate"), which require the Company to indemnify  any
and  all  persons whom it has the power to indemnify pursuant  to
the Delaware General Corporation Law (the "DGCL") against any and
all  expenses, judgments, fines, amounts paid in settlement,  and
any  other  liabilities to the fullest extend  permitted  by  the
DGCL.

     The  Certificate also empowers the Registrant by  action  of
its Board of Directors to purchase and maintain insurance, at its
expense,  to  protect itself and such persons  against  any  such
expense,  judgment,  fine, amount paid  in  settlement  or  other


                               3
<PAGE>

liability, whether or not the Registrant would have the power  to
indemnify any such individual under the DGCL.

     In  addition,  the  Registrant's By-laws require  that  each
person  who was or is made a party or is threatened to be made  a
party  to  or  is  involved in any action,  suit  or  proceeding,
whether  civil,  criminal,  administrative  or  investigative  by
reason of the fact that he or she, or a person of whom he or  she
is  the  legal  representative, is or  was  a  director,  officer
employee or agent of the Registrant or is or was serving  at  the
request  of  a  director,  officer,  employee  or  agent  of  the
Registrant  or is or was serving at the request of the Registrant
as  a director, officer, employee or agent of another corporation
or  of  a  partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the  basis  of such proceeding is alleged action in  an  official
capacity  as a director, officer, employee or agent,  or  in  any
other capacity while serving as a director, officer, employee  or
agent,  shall be indemnified and held harmless by the  Registrant
to  the fullest extent authorized by the DGCL, as the same exists
or  may  hereafter  be  amended (but, in the  case  of  any  such
amendment,  only  to the extent that such amendment  permits  the
Registrant  to provide broader indemnification rights  than  said
law  permitted the Registrant to provide prior to such amendment)
against  all  expense,  liability and loss (including  attorneys'
fees,  judgments,  fines, ERISA excise  taxes  or  penalties  and
amounts paid or to be paid in settlement) reasonably incurred  or
suffered  by  such  person  in  connection  therewith  and   such
indemnification shall continue as to a person who has  ceased  to
be  a director, officer, employee or agent and shall inure to the
benefit  of  his  or  her  heirs, executors  and  administrators;
provided, however, that except for claims by such persons for-non-
payment   of   entitled  indemnification   claims   against   the
Registrant,  the Registrant shall indemnify such  person  seeking
indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the Registrant's
Board  of  Directors.   The By-laws specify  that  the  right  to
indemnification  so  provided is a  contract  right,  sets  forth
certain  procedural and evidentiary standards applicable  to  the
enforcement of a claim under the By-laws, entitle the persons  to
be  indemnified to be reimbursed for the expenses of  prosecuting
any  such claim against the Registrant and entitle them  to  have
all  expenses incurred in advance of the final disposition  of  a
proceeding paid by the Registrant.  Such provisions, however, are
intended  to  be  in  furtherance and not in  limitation  of  the
general right to indemnification provided in the By-laws.

     The  Company  has  entered  into indemnity  agreements  (the
"Indemnity  Agreements")  with  each  director  of  the  Company,
including  directors who are also officers and employees  of  the
Company,  and  certain  senior  officers  of  the  Company.   The
Indemnity Agreements provide that the Company will pay any  costs
which  an  indemnitee actually and reasonably incurs  because  of
claims made against him or her by reason of the fact that  he  or
she is or was a director or officer of the Company.  The payments
to  be  made under the Indemnity Agreements include, but are  not
limited to, expenses of investigation, judicial or administrative
proceedings


                               4
<PAGE>

or appeals, damages, judgments, fines, amounts  paid
in  settlement, and attorneys' fees and disbursements, except the
Company  is not obligated to make any payment under the Indemnity
Agreements which the Company is prohibited by law from paying  as
indemnity,  or  where  (a)  indemnification  is  provided  to  an
indemnitee  under  an  insurance policy, except  for  amounts  in
excess  of insurance coverage, (b) the claim is one for which  an
indemnitee  is  otherwise indemnified by the Company,  (c)  final
determination  is rendered in a claim based upon  the  indemnitee
obtaining  a personal profit or advantage to which he or  she  is
not  legally entitled, (d) final determination is rendered  on  a
claim  for  an  accounting of profits made in connection  with  a
violation  of  Section 16(b) of the Securities  Exchange  Act  of
1934,  or  similar  state  or  common  law  provisions,  (e)  the
indemnitee  was  adjudged to be deliberately  dishonest,  or  (f)
(with respect to a director) liability arises out of a breach  of
certain of his or her fiduciary duties.

     The   directors  and  officers  of  the  Company   and   its
subsidiaries are insured under certain insurance policies against
claims made during the period of the policies against liabilities
arising  out  of claims for certain acts in their  capacities  as
directors and officers of the Company and its subsidiaries.

Item 7.   Exemption from Registration Claimed
---------------------------------------------

          Not Applicable.

Item 8.   Exhibits
------------------

     Exhibit No.        Description
     -----------        -----------
     4.1                Fisher-Price, Inc. Matching Savings  Plan
                        (the  "Plan") (Incorporated by  reference
                        to  Exhibit  No.  4 of the  Fisher-Price,
                        Inc.  Registration Statement on Form  S-8
                        filed  on December 26, 1991, Registration
                        No. 33-44799)

     4.2                First   Amendment,  dated  February   26,
                        1993, to the Plan

     4.3                Second  Amendment, dated as  of  November
                        30, 1993, to the Plan

     23.1               Consent of Price Waterhouse

     23.2               Consent of Coopers & Lybrand

     23.3               Consent of Arthur Andersen & Company

     24.1               Power of Attorney relating to the Company
                        (set forth on pages 8-9)

     24.2               Power of Attorney relating to the Plan
                        (set forth on page 10)


                               5
<PAGE>

     Fisher-Price,  Inc.  has  submitted the  Fisher-Price,  Inc.
Matching Savings Plan to the Internal Revenue Service ("IRS") and
hereby undertakes to submit any amendment to the Plan to the  IRS
in a timely manner and to make all changes required by the IRS in
order to qualify the Plan.

Item 9.   Undertakings.
-----------------------

     The undersigned registrant hereby undertakes:

     (1)         To  file, during any period in which  offers  or
sales  are  being  made,  a  post  effective  amendment  to  this
registration  statement to include any material information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement.

     (2)       That, for the purpose of determining any liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

     (3)        To  remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     The   undersigned  registrant  hereby  undertakes  that  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar   as  indemnification  for  liabilities  under   the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions, or otherwise, the Registrant has been advised that in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification  is  against public policy as  expressed  in  the
Securities  Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than  the payment by the Registrant of expenses incurred or  paid
by a director, officer or controlling person of the Registrant in
the  successful  defense of any action, suit  or  proceeding)  is
asserted  by  such  director, officer or  controlling  person  in
connection  with the securities being registered, the  Registrant
will,  unless in the opinion of its counsel the matter  has  been
settled by controlling


                               6
<PAGE>

precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                               7

<PAGE>

                           SIGNATURES
                           ----------


     Pursuant to the requirements of the Securities Act of  1993,
as  amended,  the  registrant certifies that  it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly authorized, in the City of El Segundo,  State  of
California, on June 30, 1994.


                           MATTEL, INC.

                           By:    /s/ Robert Normile
                                    -----------------------------
                           Name:  Robert Normile
                           Title: Vice President, Assistant
                                  General Counsel and Assistant
                                  Secretary


                        POWER OF ATTORNEY
                        -----------------


     We,  the undersigned directors and officers of Mattel, Inc.,
do  hereby  severally constitute and appoint John W. Amerman,  N.
Ned  Mansour, Michael G. McCafferty, Robert Normile and  John  L.
Vogelstein,  and each of them, our true and lawful attorneys  and
agents, to do any and all acts and things in our name and  behalf
in  our  capacities as directors and officers and to execute  any
and  all  instruments for us and in our names in  the  capacities
indicated below, which said attorneys and agents, or any of them,
may  deem necessary or advisable to enable said Company to comply
with  the  Securities  Act of 1933, as amended,  and  any  rules,
regulations  and  requirements of  the  Securities  and  Exchange
Commission,  in  connection with this Registration  Statement  on
Form  S-8, including specifically, but without limitation,  power
and  authority to sign for us or any of us, in our names  in  the
capacities  indicated  below, any and all  amendments  (including
post-effective amendments) hereto; and we do each  hereby  ratify
and  confirm all that said attorneys and agents, or  any  one  of
them, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities and on the dates indicated.



Signature                    Title                          Date
---------                    -----                          ----

/s/ John W. Amerman          Chairman of the Board          June 30, 1994
-------------------          and Chief Executive Officer
JOHN W. AMERMAN


                               8

<PAGE>

Signature                    Title                          Date
---------                    -----                          ----

/s/ Michael G. McCafferty    Executive Vice-President       June 30, 1994
-------------------------    and Chief Financial Officer
MICHAEL G. McCAFFERTY

/s/ Gary P. Rolfes           Senior Vice-President          June 30, 1994
------------------           and Controller
GARY P. ROLFES

/s/ Jill E. Barad            Director, President and        June 30, 1994
-----------------            Chief Operating Officer
JILL E. BARAD

/s/ Harold Brown             Director                       June 22, 1994
----------------
HAROLD BROWN

/s/ James A. Eskridge        Director and President,        June 30, 1994
---------------------        Fisher-Price, Inc.
JAMES A. ESKRIDGE

                             Director
---------------------
TULLY M. FRIEDMAN

/s/ Ronald M. Loeb           Director                       June 30, 1994
------------------
RONALD M. LOEB

/s/ Edward H. Malone         Director                       June 30, 1994
--------------------
EDWARD H. MALONE

/s/ Edward N. Ney            Director                       June 22, 1994
-----------------
EDWARD N. NEY

/s/ William D. Rollnick      Director                       June 30, 1994
-----------------------
WILLIAM D. ROLLNICK

/s/ John L. Vogelstein       Director                       June 30, 1994
----------------------
JOHN L. VOGELSTEIN

/s/ Lindsey F. Williams      Director and President,        June 30, 1994
-----------------------      Mattel International
LINDSEY F. WILLIAMS


                               9

<PAGE>

                        POWER OF ATTORNEY
                        -----------------


          We,  the  undersigned directors of Fisher-Price,  Inc.,
the  Plan  Administrator  for  the  Fisher-Price,  Inc.  Matching
Savings Plan, do hereby severally constitute and appoint John  L.
Vogelstein, N. Ned Mansour and Robert Normile, and each of  them,
our  true and lawful attorneys and agents, to do any and all acts
and  things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in
our names in the capacities indicated below, which said attorneys
and  agents,  or any of them, may deem necessary or advisable  to
enable  said Plan to comply with the Securities Act of  1933,  as
amended,  and  any  rules, regulations and  requirements  of  the
Securities  and  Exchange  Commission, in  connection  with  this
Registration  Statement on Form S-8, including specifically,  but
without limitation, power and authority to sign for us or any  of
us,  in our names in the capacities indicated below, any and  all
amendments (including post-effective amendments) hereto;  and  we
do  each  hereby ratify and confirm all that said  attorneys  and
agents or any one of them, shall do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities  Act  of
1933,  the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.



                         Fisher-Price, Inc. Matching Savings Plan
                         ----------------------------------------
                                       (Name of Plan)


                         Fisher-Price, Inc., Plan Administrator



                         /s/ John W. Amerman
                         --------------------------
                         John W. Amerman, Director


                         /s/ James A. Eskridge
Date: June 28, 1994      ---------------------------
      -------------      James A. Eskridge, Director


                               10

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FP MATCHING SAVINGS REGISTRATION STMT", "secsgml_size_bytes": 22878}]
As filed with the Securities and Exchange Commission on June 30, 1994.

                                              Registration No. __________

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                              _______________

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   UNDER

                        THE SECURITIES ACT OF 1933

                              _______________

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

         Delaware                                                   95-1567322
------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                            Identification No.)

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

                 FISHER-PRICE, INC. MATCHING SAVINGS PLAN
                 ----------------------------------------
                         (Full title of the plan)

                           N. Ned Mansour, Esq.
                               MATTEL, INC.
                         333 Continental Boulevard
                     El Segundo, California 90245-5012
                  ---------------------------------------
                  (Name and address of agent for service)

                              (310) 524-3607
       -------------------------------------------------------------
       (Telephone number, including area code, of agent for service)

                              _______________
CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
                                    maximum       maximum
  Title of            Amount       offering     aggregate         Amount of
securities to         to be        price per     offering        registration
be registered       registered      share         price               fee
-----------------------------------------------------------------------------
Common Stock
($1.00 Par Value)   1,000,000 (1)  $25.4375 (2)  $25,437,500 (2)  $8,771.55
-----------------------------------------------------------------------------
(1) This figure represents the aggregate number of shares of
     Common  Stock,  as presently constituted,  of  Mattel,  Inc.
     being  registered hereby for sale pursuant  to  the  Fisher-
     Price,   Inc.  Matching  Savings  Plan.   There   are   also
     registered  an undetermined number of additional  shares  of
     Common  Stock  that  may  be sold  in  accordance  with  the
     provisions  of  the Plan in the event of any change  in  the
     outstanding   shares  of  Common  Stock  of   the   Company,
     including a stock dividend or stock split.

     (2)  Estimated  solely for the purpose  of  calculating  the
     registration  fee  pursuant to Rule 457 under  the  Act  and
     based  on  the average of the high and low prices  at  which
     shares of Common Stock of the Company were sold on June  27,
     1994 (NYSE--Composite Transactions).
In  addition,  pursuant to Rule 416(c) under the  Securities
Act   of  1933,  this  registration  statement  also  covers   an
indeterminate amount of interests to be offered or sold  pursuant
to the employee benefit plan described herein.

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

                               2
PART II
                             -------

Item 3.   Incorporation of Documents by Reference
-------------------------------------------------

     The  following  documents, which have been  filed  with  the
Commission  pursuant to the Securities Exchange Act of  1934,  as
amended (the "Exchange Act"), are incorporated by reference  into
the  Registration Statement:  Mattel's Annual Report on Form 10-K
for  the  year  ended  December  31,  1993  (the  "Mattel  Annual
Report"), its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, its Current Reports on Form 8-K dated February 1,
1994,  February 8, 1994, February 9, 1994, March 23, 1994,  March
28,  1994, April 14, 1994 and April 20, 1994, its Current  Report
on Form 8-K dated May 31, 1994 and the First Amendment thereto on
Form  8-K/A dated June 30, 1994, its Notice of Annual Meeting  of
Stockholders  and  Proxy Statement, dated  March  28,  1994  (the
"Proxy   Statement"),   the   information   under   the   heading
"Description  of Common Stock" in its registration  statement  on
Form S-3 (No. 33-40434) and the Plan's Annual Report on Form 11-K
for the year ended December 31, 1993.

     All  documents  filed  by Mattel or  the  Plan  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to  the  date of this Prospectus and prior to the termination  of
the  Plan  or  the  filing  of a post-effective  amendment  which
indicates  that all the securities offered hereby have been  sold
or  which deregisters all securities then remaining unsold, shall
be  deemed  to be incorporated by reference into the Registration
Statement and to be a part thereof from the respective  dates  of
filing of such documents.

Item 4.   Description of Securities
-----------------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel
------------------------------------------------

          Not Applicable.

Item 6.  Indemnification of Directors and Officers
--------------------------------------------------

     Mattel,  Inc.  (The  "Company"  or  the  "Registrant"),  has
adopted  provisions in its Restated Certificate of  Incorporation
(the  "Certificate"), which require the Company to indemnify  any
and  all  persons whom it has the power to indemnify pursuant  to
the Delaware General Corporation Law (the "DGCL") against any and
all  expenses, judgments, fines, amounts paid in settlement,  and
any  other  liabilities to the fullest extend  permitted  by  the
DGCL.

     The  Certificate also empowers the Registrant by  action  of
its Board of Directors to purchase and maintain insurance, at its
expense,  to  protect itself and such persons  against  any  such
expense,  judgment,  fine, amount paid  in  settlement  or  other

                               3
liability, whether or not the Registrant would have the power  to
indemnify any such individual under the DGCL.

     In  addition,  the  Registrant's By-laws require  that  each
person  who was or is made a party or is threatened to be made  a
party  to  or  is  involved in any action,  suit  or  proceeding,
whether  civil,  criminal,  administrative  or  investigative  by
reason of the fact that he or she, or a person of whom he or  she
is  the  legal  representative, is or  was  a  director,  officer
employee or agent of the Registrant or is or was serving  at  the
request  of  a  director,  officer,  employee  or  agent  of  the
Registrant  or is or was serving at the request of the Registrant
as  a director, officer, employee or agent of another corporation
or  of  a  partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the  basis  of such proceeding is alleged action in  an  official
capacity  as a director, officer, employee or agent,  or  in  any
other capacity while serving as a director, officer, employee  or
agent,  shall be indemnified and held harmless by the  Registrant
to  the fullest extent authorized by the DGCL, as the same exists
or  may  hereafter  be  amended (but, in the  case  of  any  such
amendment,  only  to the extent that such amendment  permits  the
Registrant  to provide broader indemnification rights  than  said
law  permitted the Registrant to provide prior to such amendment)
against  all  expense,  liability and loss (including  attorneys'
fees,  judgments,  fines, ERISA excise  taxes  or  penalties  and
amounts paid or to be paid in settlement) reasonably incurred  or
suffered  by  such  person  in  connection  therewith  and   such
indemnification shall continue as to a person who has  ceased  to
be  a director, officer, employee or agent and shall inure to the
benefit  of  his  or  her  heirs, executors  and  administrators;
provided, however, that except for claims by such persons for-non-
payment   of   entitled  indemnification   claims   against   the
Registrant,  the Registrant shall indemnify such  person  seeking
indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the Registrant's
Board  of  Directors.   The By-laws specify  that  the  right  to
indemnification  so  provided is a  contract  right,  sets  forth
certain  procedural and evidentiary standards applicable  to  the
enforcement of a claim under the By-laws, entitle the persons  to
be  indemnified to be reimbursed for the expenses of  prosecuting
any  such claim against the Registrant and entitle them  to  have
all  expenses incurred in advance of the final disposition  of  a
proceeding paid by the Registrant.  Such provisions, however, are
intended  to  be  in  furtherance and not in  limitation  of  the
general right to indemnification provided in the By-laws.

     The  Company  has  entered  into indemnity  agreements  (the
"Indemnity  Agreements")  with  each  director  of  the  Company,
including  directors who are also officers and employees  of  the
Company,  and  certain  senior  officers  of  the  Company.   The
Indemnity Agreements provide that the Company will pay any  costs
which  an  indemnitee actually and reasonably incurs  because  of
claims made against him or her by reason of the fact that  he  or
she is or was a director or officer of the Company.  The payments
to  be  made under the Indemnity Agreements include, but are  not
limited to, expenses of investigation, judicial or administrative
proceedings

                               4
or appeals, damages, judgments, fines, amounts  paid
in  settlement, and attorneys' fees and disbursements, except the
Company  is not obligated to make any payment under the Indemnity
Agreements which the Company is prohibited by law from paying  as
indemnity,  or  where  (a)  indemnification  is  provided  to  an
indemnitee  under  an  insurance policy, except  for  amounts  in
excess  of insurance coverage, (b) the claim is one for which  an
indemnitee  is  otherwise indemnified by the Company,  (c)  final
determination  is rendered in a claim based upon  the  indemnitee
obtaining  a personal profit or advantage to which he or  she  is
not  legally entitled, (d) final determination is rendered  on  a
claim  for  an  accounting of profits made in connection  with  a
violation  of  Section 16(b) of the Securities  Exchange  Act  of
1934,  or  similar  state  or  common  law  provisions,  (e)  the
indemnitee  was  adjudged to be deliberately  dishonest,  or  (f)
(with respect to a director) liability arises out of a breach  of
certain of his or her fiduciary duties.

     The   directors  and  officers  of  the  Company   and   its
subsidiaries are insured under certain insurance policies against
claims made during the period of the policies against liabilities
arising  out  of claims for certain acts in their  capacities  as
directors and officers of the Company and its subsidiaries.

Item 7.   Exemption from Registration Claimed
---------------------------------------------

          Not Applicable.

Item 8.   Exhibits
------------------

     Exhibit No.        Description
     -----------        -----------
     4.1                Fisher-Price, Inc. Matching Savings  Plan
                        (the  "Plan") (Incorporated by  reference
                        to  Exhibit  No.  4 of the  Fisher-Price,
                        Inc.  Registration Statement on Form  S-8
                        filed  on December 26, 1991, Registration
                        No. 33-44799)

     4.2                First   Amendment,  dated  February   26,
                        1993, to the Plan

     4.3                Second  Amendment, dated as  of  November
                        30, 1993, to the Plan

     23.1               Consent of Price Waterhouse

     23.2               Consent of Coopers & Lybrand

     23.3               Consent of Arthur Andersen & Company

     24.1               Power of Attorney relating to the Company
                        (set forth on pages 8-9)

     24.2               Power of Attorney relating to the Plan
                        (set forth on page 10)

                               5
Fisher-Price,  Inc.  has  submitted the  Fisher-Price,  Inc.
Matching Savings Plan to the Internal Revenue Service ("IRS") and
hereby undertakes to submit any amendment to the Plan to the  IRS
in a timely manner and to make all changes required by the IRS in
order to qualify the Plan.

Item 9.   Undertakings.
-----------------------

     The undersigned registrant hereby undertakes:

     (1)         To  file, during any period in which  offers  or
sales  are  being  made,  a  post  effective  amendment  to  this
registration  statement to include any material information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement.

     (2)       That, for the purpose of determining any liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

     (3)        To  remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     The   undersigned  registrant  hereby  undertakes  that  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar   as  indemnification  for  liabilities  under   the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions, or otherwise, the Registrant has been advised that in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification  is  against public policy as  expressed  in  the
Securities  Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than  the payment by the Registrant of expenses incurred or  paid
by a director, officer or controlling person of the Registrant in
the  successful  defense of any action, suit  or  proceeding)  is
asserted  by  such  director, officer or  controlling  person  in
connection  with the securities being registered, the  Registrant
will,  unless in the opinion of its counsel the matter  has  been
settled by controlling

                               6
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                               7
SIGNATURES
                           ----------

     Pursuant to the requirements of the Securities Act of  1993,
as  amended,  the  registrant certifies that  it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly authorized, in the City of El Segundo,  State  of
California, on June 30, 1994.

                           MATTEL, INC.

                           By:    /s/ Robert Normile
                                    -----------------------------
                           Name:  Robert Normile
                           Title: Vice President, Assistant
                                  General Counsel and Assistant
                                  Secretary

                        POWER OF ATTORNEY
                        -----------------

     We,  the undersigned directors and officers of Mattel, Inc.,
do  hereby  severally constitute and appoint John W. Amerman,  N.
Ned  Mansour, Michael G. McCafferty, Robert Normile and  John  L.
Vogelstein,  and each of them, our true and lawful attorneys  and
agents, to do any and all acts and things in our name and  behalf
in  our  capacities as directors and officers and to execute  any
and  all  instruments for us and in our names in  the  capacities
indicated below, which said attorneys and agents, or any of them,
may  deem necessary or advisable to enable said Company to comply
with  the  Securities  Act of 1933, as amended,  and  any  rules,
regulations  and  requirements of  the  Securities  and  Exchange
Commission,  in  connection with this Registration  Statement  on
Form  S-8, including specifically, but without limitation,  power
and  authority to sign for us or any of us, in our names  in  the
capacities  indicated  below, any and all  amendments  (including
post-effective amendments) hereto; and we do each  hereby  ratify
and  confirm all that said attorneys and agents, or  any  one  of
them, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities and on the dates indicated.

Signature                    Title                          Date
---------                    -----                          ----

/s/ John W. Amerman          Chairman of the Board          June 30, 1994
-------------------          and Chief Executive Officer
JOHN W. AMERMAN

                               8
Signature                    Title                          Date
---------                    -----                          ----

/s/ Michael G. McCafferty    Executive Vice-President       June 30, 1994
-------------------------    and Chief Financial Officer
MICHAEL G. McCAFFERTY

/s/ Gary P. Rolfes           Senior Vice-President          June 30, 1994
------------------           and Controller
GARY P. ROLFES

/s/ Jill E. Barad            Director, President and        June 30, 1994
-----------------            Chief Operating Officer
JILL E. BARAD

/s/ Harold Brown             Director                       June 22, 1994
----------------
HAROLD BROWN

/s/ James A. Eskridge        Director and President,        June 30, 1994
---------------------        Fisher-Price, Inc.
JAMES A. ESKRIDGE

                             Director
---------------------
TULLY M. FRIEDMAN

/s/ Ronald M. Loeb           Director                       June 30, 1994
------------------
RONALD M. LOEB

/s/ Edward H. Malone         Director                       June 30, 1994
--------------------
EDWARD H. MALONE

/s/ Edward N. Ney            Director                       June 22, 1994
-----------------
EDWARD N. NEY

/s/ William D. Rollnick      Director                       June 30, 1994
-----------------------
WILLIAM D. ROLLNICK

/s/ John L. Vogelstein       Director                       June 30, 1994
----------------------
JOHN L. VOGELSTEIN

/s/ Lindsey F. Williams      Director and President,        June 30, 1994
-----------------------      Mattel International
LINDSEY F. WILLIAMS

                               9
POWER OF ATTORNEY
                        -----------------

          We,  the  undersigned directors of Fisher-Price,  Inc.,
the  Plan  Administrator  for  the  Fisher-Price,  Inc.  Matching
Savings Plan, do hereby severally constitute and appoint John  L.
Vogelstein, N. Ned Mansour and Robert Normile, and each of  them,
our  true and lawful attorneys and agents, to do any and all acts
and  things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in
our names in the capacities indicated below, which said attorneys
and  agents,  or any of them, may deem necessary or advisable  to
enable  said Plan to comply with the Securities Act of  1933,  as
amended,  and  any  rules, regulations and  requirements  of  the
Securities  and  Exchange  Commission, in  connection  with  this
Registration  Statement on Form S-8, including specifically,  but
without limitation, power and authority to sign for us or any  of
us,  in our names in the capacities indicated below, any and  all
amendments (including post-effective amendments) hereto;  and  we
do  each  hereby ratify and confirm all that said  attorneys  and
agents or any one of them, shall do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities  Act  of
1933,  the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.

                         Fisher-Price, Inc. Matching Savings Plan
                         ----------------------------------------
                                       (Name of Plan)

                         Fisher-Price, Inc., Plan Administrator

                         /s/ John W. Amerman
                         --------------------------
                         John W. Amerman, Director

                         /s/ James A. Eskridge
Date: June 28, 1994      ---------------------------
      -------------      James A. Eskridge, Director

                               10