As filed with the Securities and Exchange Commission on May 9, 1996.

                                              Registration No. 333-_______




                    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)



                    MATTEL, INC. 1996 STOCK OPTION PLAN
                    -----------------------------------
                         (Full title of the plan)


                           Leland P. Smith, Esq.
             Assistant General Counsel and Assistant Secretary

                               MATTEL, INC.
                         333 Continental Boulevard
                     El Segundo, California 90245-5012
                  ---------------------------------------
                  (Name and Address of agent for service)


                              (310) 252-4821
       -------------------------------------------------------------
       (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 (1)   Share (2)     Price (2)         Fee
- ----------------------------------------------------------------------------
<S>                 <C>             <C>           <C>           <C>
Common Stock        5,000,000
($1.00 Par Value)   shares          $25.75        $128,750,000   $44,396.55
- ----------------------------------------------------------------------------

<FN>
(1) Shares of the Company's Common Stock are accompanied by the Company's
    Preference Share Purchase Rights (the "Rights") which, until the occurrence
    of any of certain prescribed events, are not exercisable, are evidenced
    by the certificates for the Common Stock and will be transferred along
    with and only with the Company's Common Stock.  Upon the occurrence of
    such prescribed events, separate Rights certificates will be issued
    representing one Right for each share of Common Stock held, subject to
    adjustment pursuant to anti-dilution provisions.  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(c) under the Securities Act of 1993, as amended,
    and based upon the average of the high and low prices of the
    Registrant's Common Stock as reported on the New York Stock Exchange on
    May 3, 1996.

</TABLE>
<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 hereby incorporated by reference in, and shall be deemed to be a
part of, this Registration Statement: Mattel's Annual Report on Form 10-K for
the year ended December 31, 1995, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, its Current Reports on Form 8-K dated January 24,
1996, January 26, 1996, February 1, 1996, February 2, 1996, February 7, 1996,
April 3, 1996, April 11, 1996, and April 16, 1996, and its Notice of Annual
Meeting of Stockholders and Proxy Statement, dated March 23, 1996.

          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 extent 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
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 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.
- -------------------

   4.1    Mattel, Inc. 1996 Stock Option Plan (incorporated by reference to
          Exhibit A to the Notice of Annual Meeting of Stockholders and
          Proxy Statement of the Company dated March 23, 1996)

  23.1*   Consent of Price Waterhouse LLP

  24.1*   Power of Attorney

- -----------------
* Filed herewith.



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 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.


<PAGE>

                               SIGNATURES
                               ----------


            Pursuant to the requirements of the Securities Act of 1933, 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 May 9, 1996.


                           MATTEL, INC.

                           By:    /s/ Ned Mansour
                                  ---------------------
                           Title: President, Mattel USA



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


          We, the undersigned directors and officers of Mattel, Inc., do
hereby severally constitute and appoint John W. Amerman, John L.
Vogelstein, Ned Mansour and Leland P. Smith, 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 not 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 Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



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

/s/ John W. Amerman            Chairman of the Board          May 9, 1996
- -------------------            and Chief Executive Officer
JOHN W. AMERMAN

/s/ Francesca Luzuriaga        Executive Vice President       May 9, 1996
- -----------------------        and Chief Financial Officer
FRANCESCA LUZURIAGA

/s/ Jill E. Barad              Director, President and        May 9, 1996
- -----------------              Chief Operating Officer
JILL E. BARAD

/s/ Harold Brown               Director                       May 9, 1996
- ----------------
HAROLD BROWN

                               Director                       May 9, 1996
- ---------------------
JAMES A. ESKRIDGE

/s/ Tully M. Friedman          Director                       May 9, 1996
- ---------------------
TULLY M. FRIEDMAN

/s/ Ronald M. Loeb             Director                       May 9, 1996
- ------------------
RONALD M. LOEB

/s/ Edward H. Malone           Director                       May 9, 1996
- --------------------
EDWARD H. MALONE

/s/ Edward N. Ney              Director                       May 9, 1996
- -----------------
EDWARD N. NEY

/s/ William D. Rollnick        Director                       May 9, 1996
- -----------------------
WILLIAM D. ROLLNICK

/s/ John L. Vogelstein         Director                       May 9, 1996
- ----------------------
JOHN L. VOGELSTEIN

/s/ Christopher A. Sinclair    Director                       May 9, 1996
- ---------------------------
CHRISTOPHER A. SINCLAIR


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MATTEL 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 18199}]
{"company-data": {"conformed-name": "MATTEL INC /DE/", "cik": "0000063276", "assigned-sic": "3944", "irs-number": "951567322", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03385", "film-number": "96558557"}, "business-address": {"street1": "333 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3102522000"}}
As filed with the Securities and Exchange Commission on May 9, 1996.

                                              Registration No. 333-_______

                    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)

                    MATTEL, INC. 1996 STOCK OPTION PLAN
                    -----------------------------------
                         (Full title of the plan)

                           Leland P. Smith, Esq.
             Assistant General Counsel and Assistant Secretary

                               MATTEL, INC.
                         333 Continental Boulevard
                     El Segundo, California 90245-5012
                  ---------------------------------------
                  (Name and Address of agent for service)

                              (310) 252-4821
       -------------------------------------------------------------
       (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 (1)   Share (2)     Price (2)         Fee
- ----------------------------------------------------------------------------
Common Stock        5,000,000
($1.00 Par Value)   shares          $25.75        $128,750,000   $44,396.55
- ----------------------------------------------------------------------------
(1) Shares of the Company's Common Stock are accompanied by the Company's
    Preference Share Purchase Rights (the "Rights") which, until the occurrence
    of any of certain prescribed events, are not exercisable, are evidenced
    by the certificates for the Common Stock and will be transferred along
    with and only with the Company's Common Stock.  Upon the occurrence of
    such prescribed events, separate Rights certificates will be issued
    representing one Right for each share of Common Stock held, subject to
    adjustment pursuant to anti-dilution provisions.  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(c) under the Securities Act of 1993, as amended,
    and based upon the average of the high and low prices of the
    Registrant's Common Stock as reported on the New York Stock Exchange on
    May 3, 1996.
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 hereby incorporated by reference in, and shall be deemed to be a
part of, this Registration Statement: Mattel's Annual Report on Form 10-K for
the year ended December 31, 1995, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, its Current Reports on Form 8-K dated January 24,
1996, January 26, 1996, February 1, 1996, February 2, 1996, February 7, 1996,
April 3, 1996, April 11, 1996, and April 16, 1996, and its Notice of Annual
Meeting of Stockholders and Proxy Statement, dated March 23, 1996.

          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 extent 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
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 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.
- -------------------

   4.1    Mattel, Inc. 1996 Stock Option Plan (incorporated by reference to
          Exhibit A to the Notice of Annual Meeting of Stockholders and
          Proxy Statement of the Company dated March 23, 1996)

  23.1*   Consent of Price Waterhouse LLP

  24.1*   Power of Attorney

- -----------------
* Filed herewith.

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 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.
SIGNATURES
                               ----------

            Pursuant to the requirements of the Securities Act of 1933, 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 May 9, 1996.

                           MATTEL, INC.

                           By:    /s/ Ned Mansour
                                  ---------------------
                           Title: President, Mattel USA

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

          We, the undersigned directors and officers of Mattel, Inc., do
hereby severally constitute and appoint John W. Amerman, John L.
Vogelstein, Ned Mansour and Leland P. Smith, 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 not 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 Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ John W. Amerman            Chairman of the Board          May 9, 1996
- -------------------            and Chief Executive Officer
JOHN W. AMERMAN

/s/ Francesca Luzuriaga        Executive Vice President       May 9, 1996
- -----------------------        and Chief Financial Officer
FRANCESCA LUZURIAGA

/s/ Jill E. Barad              Director, President and        May 9, 1996
- -----------------              Chief Operating Officer
JILL E. BARAD

/s/ Harold Brown               Director                       May 9, 1996
- ----------------
HAROLD BROWN

                               Director                       May 9, 1996
- ---------------------
JAMES A. ESKRIDGE

/s/ Tully M. Friedman          Director                       May 9, 1996
- ---------------------
TULLY M. FRIEDMAN

/s/ Ronald M. Loeb             Director                       May 9, 1996
- ------------------
RONALD M. LOEB

/s/ Edward H. Malone           Director                       May 9, 1996
- --------------------
EDWARD H. MALONE

/s/ Edward N. Ney              Director                       May 9, 1996
- -----------------
EDWARD N. NEY

/s/ William D. Rollnick        Director                       May 9, 1996
- -----------------------
WILLIAM D. ROLLNICK

/s/ John L. Vogelstein         Director                       May 9, 1996
- ----------------------
JOHN L. VOGELSTEIN

/s/ Christopher A. Sinclair    Director                       May 9, 1996
- ---------------------------
CHRISTOPHER A. SINCLAIR