<PAGE>

     As filed with the Securities and Exchange Commission on July 12, 2001
                                                       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)

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

                           333 Continental Boulevard
                       El Segundo, California 90245-5012
                                 (310) 252-2000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                              ____________________

                     MATTEL, INC. PERSONAL INVESTMENT PLAN
             MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN
                            (Full title of the plan)
                              ____________________

                           Christopher O'Brien, Esq.
               Assistant General Counsel and Assistant Secretary
                                  Mattel, Inc.
                           333 Continental Boulevard
                       El Segundo, California 90245-5012
                                 (310) 252-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              ____________________
                                   Copies to:
                            James P. Beaubien, Esq.
                                Latham & Watkins
                        633 West 5th Street, Suite 4000
                         Los Angeles, California 90071
                                 (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
                                                    Proposed maximum     Proposed maximum
Title of each class of securities   Amount to be   offering price per   aggregate offering        Amount of
         to be registered           registered(1)       share(2)             price(3)         registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>                  <C>                   <C>
Common Stock, par value
$1.00 per share (including the       3,500,000          $18.125            $63,437,500           $15,859.38
Preference Share Purchase
Rights attached thereto)(4).
=================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
    amount registered hereunder includes an indeterminate number of shares of
    Mattel's common stock that may be issued in accordance with the provisions
    of the Mattel, Inc. Personal Investment Plan and the Mattel, Inc. Hourly
    Employee Personal Investment Plan in the event of any change in the
    outstanding shares of Mattel's common stock, including a stock dividend or
    stock split.
(2) The Proposed Maximum Offering Price Per Share is based upon the average of
    the high and low trading prices ($18.125) of Mattel's common stock as
    reported on the New York Stock Exchange on July 9, 2001, pursuant to Rule
    457(h) of the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 of the Securities Act.
(4) Shares of our common stock being registered hereby are accompanied by
    preference share purchase rights.  Until the occurrence of specific
    prescribed events, such rights are not exercisable, are evidenced by the
    certificates for Mattel's common stock and will be transferred along with
    and only with Mattel'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.
<PAGE>

                                    PART I

  This Registration Statement on Form S-8 registers the offer and sale of an
additional 3,500,000 shares of Common Stock of Mattel, Inc.  ("Mattel") for
issuance under the Mattel, Inc. Personal Investment Plan and the Mattel, Inc.
Hourly Employee Personal Investment Plan (collectively, the "Plans").  The
contents of the prior Registration Statements of Form S-8 of Mattel relating to
the Plans, File No. 33-51454 and File No. 333-01061, are incorporated herein by
reference.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission pursuant to 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:

     (a)  Mattel's Annual Report on Form 10-K405 for the year ended December 31,
          2000;

     (b)  Mattel's Current Report on Form 8-K, dated April 20, 2001;

     (c)  Mattel's Quarterly Report on Form 10-Q for the fiscal quarter ended
          March 31, 2001;

     (d)  The description of Mattel's common stock contained in Mattel's Current
          Report on Form 8-K dated November 16, 1998; and

     (d)  The description of Mattel's preference share purchase rights contained
          in Mattel's Registration Statements on Form 8-A dated February 12,
          1992, and on Forms 8-A/A dated March 9, 1992, May 13, 1999 and
          November 12, 1999.

     All documents filed by Mattel pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are incorporated by reference in this
Registration Statement.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.

                                      II-1
<PAGE>

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of common stock registered
hereby has been passed upon for Mattel by Christopher O'Brien, Esq., Assistant
General Counsel and Assistant Secretary of Mattel.

Item 6. Indemnification of Directors and Officers.

     Mattel has adopted provisions in its Restated Certificate of Incorporation
(the "Certificate"), which require Mattel 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 Mattel 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 Mattel would have the power to indemnify any
such individual under the DGCL.

     In addition, Mattel'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 Mattel or is
or was serving at the request of Mattel, a director, officer, employee or agent
of Mattel 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 Mattel 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
Mattel to provide broader indemnification rights than said law permitted Mattel
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 Mattel, Mattel shall indemnify such
person seeking indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by Mattel's Board of Directors.
The By-laws specify that the right to indemnification so provided is a contract
right, set forth certain procedural and evidentiary standards applicable to the
enforcement of a claim under the By-laws, entitle the persons to be

                                      II-2
<PAGE>

indemnified to be reimbursed for the expenses of prosecuting any such claim
against Mattel and entitle them to have all expenses incurred in advance of the
final disposition of a proceeding paid by Mattel. Such provisions, however, are
intended to be in furtherance and not in limitation of the general right to
indemnification provided in the By-laws.

     Mattel has entered into indemnity agreements (the "Indemnity Agreements")
with each director of Mattel, including directors who are also officers and
employees of Mattel, and certain senior officers of Mattel. The Indemnity
Agreements provide that Mattel 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 Mattel. 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 Mattel is not obligated to make any payment under the
Indemnity Agreements which Mattel 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 Mattel, (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 Exchange Act, 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 Mattel 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 Mattel and its subsidiaries.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4.1  Mattel, Inc. Personal Investment Plan (incorporated by reference to
          Exhibit 99.3 to Mattel's Current Report on Form 8-K dated August 21,
          1998).

     4.2  Mattel, Inc. Hourly Employee Personal Investment Plan (incorporated
          by reference to Exhibit 4.1 to Mattel's Registration Statement on
          Form S-8 dated February 20, 1996).

    +5.1  Opinion of Christopher O'Brien, Esq.

   +23.1  Consent of PricewaterhouseCoopers LLP.

   +23.2  Consent of Christopher O'Brien, Esq. (included in Exhibit 5.1).

                                      II-3
<PAGE>

   +24.1  Power of Attorney with respect to Mattel (see page S-1).

_____________
+  Filed herewith.

     Mattel has submitted the Mattel, Inc. Personal Investment Plan and the
Mattel, Inc. Hourly Employee Personal Investment Plan to the Internal Revenue
Service ("IRS") and hereby undertakes to submit any amendment to the Plans to
the IRS in a timely manner and to make all changes required by the IRS in order
to qualify the Plans.

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:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

         (iii) 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.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act, 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

                                      II-4
<PAGE>

benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the 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 arising 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.

                                      II-5
<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 July 12, 2001

                              MATTEL, INC.


                              By:   /s/ Kevin M. Farr
                                 ----------------------------------
                                 Name:  Kevin M. Farr
                                 Title: Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Ronald M.
Loeb, Robert A. Eckert, Robert Normile, Christopher O'Brien and John L.
Vogelstein, their true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for them and in their name, place and stead,
in any and all capacities (unless revoked in writing) to sign any and all
amendments to this Registration Statement to which this power of attorney is
attached, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as they might and could do in person hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

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

<TABLE>
<CAPTION>
          Signature                          Title                            Date
          ---------                          -----                            ----
<S>                             <C>                                       <C>

   /s/ Robert A. Eckert         Chairman of the Board and Chief           July 12, 2001
----------------------------
     Robert A. Eckert           Executive Officer

   /s/ Kevin M. Farr            Chief Financial Officer                   July 12, 2001
----------------------------
       Kevin M. Farr
</TABLE>
                                      S-1
<PAGE>

<TABLE>

<S>                             <C>                                       <C>
 /s/ Eugene P. Beard            Director                                  July 1, 2001
----------------------------
       Eugene P. Beard


 /s/ Dr. Harold Brown           Director                                  July 12, 2001
----------------------------
      Dr. Harold Brown

 /s/ Tully M. Friedman          Director                                  July 12, 2001
----------------------------
     Tully M. Friedman

 /s/ Ronald M. Loeb             Director                                  July 2, 2001
----------------------------
       Ronald M. Loeb

 /s/ Dr. Andrea Rich            Director                                  July 4, 2001
----------------------------
       Dr. Andrea Rich

 /s/ William D. Rollnick        Director                                  July 12, 2001
----------------------------
     William D. Rollnick

 /s/ Christopher A. Sinclair    Director                                  July 12, 2001
----------------------------
  Christopher A. Sinclair

 /s/ G. Craig Sullivan          Director                                  July 12, 2001
----------------------------
     G. Craig Sullivan

 /s/ John L. Vogelstein         Director                                  July 12, 2001
----------------------------
     John L. Vogelstein

 /s/ Ralph V. Whitworth         Director                                  July 12, 2001
----------------------------
     Ralph V. Whitworth
</TABLE>

                                      S-2
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other person who administer the employee benefit plans) have duly
caused this Registration Statement to be signed on its behalf by the undersigned
hereunto duly authorized.

                                    Mattel, Inc. Personal Investment Plan and
                                    Mattel, Inc. Hourly Employee Personal
                                    Investment Plan



                                      /s/ Christopher A. Sinclair
                                    ------------------------------------------
                                              Christopher A. Sinclair
                                        Chairman of the Pension Committee


                                      /s/ Dr. Harold Brown
                                    ------------------------------------------
                                                 Dr. Harold Brown
                                             Pension Committee Member

                                      S-3
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     SEQUENTIALLY
       NUMBERED
       EXHIBIT                                           DESCRIPTION
---------------------    ---------------------------------------------------------------------
<C>                      <S>
                  4.1    Mattel, Inc. Personal Investment Plan (incorporated by reference to
                         Exhibit 99.3 to Mattel's Current Report on Form 8-K dated August 21,
                         1998).
                  4.2    Mattel, Inc. Hourly Employee Personal Investment Plan (incorporated by
                         reference to Exhibit 4.1 to Mattel's Registration Statement on Form
                         S-8 dated February 20, 1996).
                + 5.1    Opinion of Christopher O'Brien, Esq.
                +23.1    Consent of PricewaterhouseCoopers LLP.
                +23.2    Consent of Christopher O'Brien, Esq. (included in Exhibit 5.1)
                +24.1    Power of Attorney with respect to Mattel (see page S-1).
</TABLE>
---------------------
+ Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24585}]
{"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": "S-8", "act": "33", "file-number": "333-64984", "film-number": "1680124"}, "business-address": {"street1": "333 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3102522000"}}
As filed with the Securities and Exchange Commission on July 12, 2001
                                                       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
                                 (310) 252-2000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                              ____________________

                     MATTEL, INC. PERSONAL INVESTMENT PLAN
             MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN
                            (Full title of the plan)
                              ____________________

                           Christopher O'Brien, Esq.
               Assistant General Counsel and Assistant Secretary
                                  Mattel, Inc.
                           333 Continental Boulevard
                       El Segundo, California 90245-5012
                                 (310) 252-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              ____________________
                                   Copies to:
                            James P. Beaubien, Esq.
                                Latham & Watkins
                        633 West 5th Street, Suite 4000
                         Los Angeles, California 90071
                                 (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    Proposed maximum     Proposed maximum
Title of each class of securities   Amount to be   offering price per   aggregate offering        Amount of
         to be registered           registered(1)       share(2)             price(3)         registration fee
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share (including the       3,500,000          $18.125            $63,437,500           $15,859.38
Preference Share Purchase
Rights attached thereto)(4).
=================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
    amount registered hereunder includes an indeterminate number of shares of
    Mattel's common stock that may be issued in accordance with the provisions
    of the Mattel, Inc. Personal Investment Plan and the Mattel, Inc. Hourly
    Employee Personal Investment Plan in the event of any change in the
    outstanding shares of Mattel's common stock, including a stock dividend or
    stock split.
(2) The Proposed Maximum Offering Price Per Share is based upon the average of
    the high and low trading prices ($18.125) of Mattel's common stock as
    reported on the New York Stock Exchange on July 9, 2001, pursuant to Rule
    457(h) of the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 of the Securities Act.
(4) Shares of our common stock being registered hereby are accompanied by
    preference share purchase rights.  Until the occurrence of specific
    prescribed events, such rights are not exercisable, are evidenced by the
    certificates for Mattel's common stock and will be transferred along with
    and only with Mattel'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.
PART I

  This Registration Statement on Form S-8 registers the offer and sale of an
additional 3,500,000 shares of Common Stock of Mattel, Inc.  ("Mattel") for
issuance under the Mattel, Inc. Personal Investment Plan and the Mattel, Inc.
Hourly Employee Personal Investment Plan (collectively, the "Plans").  The
contents of the prior Registration Statements of Form S-8 of Mattel relating to
the Plans, File No. 33-51454 and File No. 333-01061, are incorporated herein by
reference.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission pursuant to 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:

     (a)  Mattel's Annual Report on Form 10-K405 for the year ended December 31,
          2000;

     (b)  Mattel's Current Report on Form 8-K, dated April 20, 2001;

     (c)  Mattel's Quarterly Report on Form 10-Q for the fiscal quarter ended
          March 31, 2001;

     (d)  The description of Mattel's common stock contained in Mattel's Current
          Report on Form 8-K dated November 16, 1998; and

     (d)  The description of Mattel's preference share purchase rights contained
          in Mattel's Registration Statements on Form 8-A dated February 12,
          1992, and on Forms 8-A/A dated March 9, 1992, May 13, 1999 and
          November 12, 1999.

     All documents filed by Mattel pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are incorporated by reference in this
Registration Statement.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.

                                      II-1
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of common stock registered
hereby has been passed upon for Mattel by Christopher O'Brien, Esq., Assistant
General Counsel and Assistant Secretary of Mattel.

Item 6. Indemnification of Directors and Officers.

     Mattel has adopted provisions in its Restated Certificate of Incorporation
(the "Certificate"), which require Mattel 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 Mattel 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 Mattel would have the power to indemnify any
such individual under the DGCL.

     In addition, Mattel'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 Mattel or is
or was serving at the request of Mattel, a director, officer, employee or agent
of Mattel 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 Mattel 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
Mattel to provide broader indemnification rights than said law permitted Mattel
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 Mattel, Mattel shall indemnify such
person seeking indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by Mattel's Board of Directors.
The By-laws specify that the right to indemnification so provided is a contract
right, set forth certain procedural and evidentiary standards applicable to the
enforcement of a claim under the By-laws, entitle the persons to be

                                      II-2
indemnified to be reimbursed for the expenses of prosecuting any such claim
against Mattel and entitle them to have all expenses incurred in advance of the
final disposition of a proceeding paid by Mattel. Such provisions, however, are
intended to be in furtherance and not in limitation of the general right to
indemnification provided in the By-laws.

     Mattel has entered into indemnity agreements (the "Indemnity Agreements")
with each director of Mattel, including directors who are also officers and
employees of Mattel, and certain senior officers of Mattel. The Indemnity
Agreements provide that Mattel 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 Mattel. 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 Mattel is not obligated to make any payment under the
Indemnity Agreements which Mattel 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 Mattel, (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 Exchange Act, 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 Mattel 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 Mattel and its subsidiaries.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4.1  Mattel, Inc. Personal Investment Plan (incorporated by reference to
          Exhibit 99.3 to Mattel's Current Report on Form 8-K dated August 21,
          1998).

     4.2  Mattel, Inc. Hourly Employee Personal Investment Plan (incorporated
          by reference to Exhibit 4.1 to Mattel's Registration Statement on
          Form S-8 dated February 20, 1996).

    +5.1  Opinion of Christopher O'Brien, Esq.

   +23.1  Consent of PricewaterhouseCoopers LLP.

   +23.2  Consent of Christopher O'Brien, Esq. (included in Exhibit 5.1).

                                      II-3
+24.1  Power of Attorney with respect to Mattel (see page S-1).

_____________
+  Filed herewith.

     Mattel has submitted the Mattel, Inc. Personal Investment Plan and the
Mattel, Inc. Hourly Employee Personal Investment Plan to the Internal Revenue
Service ("IRS") and hereby undertakes to submit any amendment to the Plans to
the IRS in a timely manner and to make all changes required by the IRS in order
to qualify the Plans.

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:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

         (iii) 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.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act, 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

                                      II-4
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the 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 arising 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.

                                      II-5
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 July 12, 2001

                              MATTEL, INC.

                              By:   /s/ Kevin M. Farr
                                 ----------------------------------
                                 Name:  Kevin M. Farr
                                 Title: Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Ronald M.
Loeb, Robert A. Eckert, Robert Normile, Christopher O'Brien and John L.
Vogelstein, their true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for them and in their name, place and stead,
in any and all capacities (unless revoked in writing) to sign any and all
amendments to this Registration Statement to which this power of attorney is
attached, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as they might and could do in person hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                          Title                            Date
          ---------                          -----                            ----
/s/ Robert A. Eckert         Chairman of the Board and Chief           July 12, 2001
----------------------------
     Robert A. Eckert           Executive Officer

   /s/ Kevin M. Farr            Chief Financial Officer                   July 12, 2001
----------------------------
       Kevin M. Farr
S-1
/s/ Eugene P. Beard            Director                                  July 1, 2001
----------------------------
       Eugene P. Beard

 /s/ Dr. Harold Brown           Director                                  July 12, 2001
----------------------------
      Dr. Harold Brown

 /s/ Tully M. Friedman          Director                                  July 12, 2001
----------------------------
     Tully M. Friedman

 /s/ Ronald M. Loeb             Director                                  July 2, 2001
----------------------------
       Ronald M. Loeb

 /s/ Dr. Andrea Rich            Director                                  July 4, 2001
----------------------------
       Dr. Andrea Rich

 /s/ William D. Rollnick        Director                                  July 12, 2001
----------------------------
     William D. Rollnick

 /s/ Christopher A. Sinclair    Director                                  July 12, 2001
----------------------------
  Christopher A. Sinclair

 /s/ G. Craig Sullivan          Director                                  July 12, 2001
----------------------------
     G. Craig Sullivan

 /s/ John L. Vogelstein         Director                                  July 12, 2001
----------------------------
     John L. Vogelstein

 /s/ Ralph V. Whitworth         Director                                  July 12, 2001
----------------------------
     Ralph V. Whitworth
S-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other person who administer the employee benefit plans) have duly
caused this Registration Statement to be signed on its behalf by the undersigned
hereunto duly authorized.

                                    Mattel, Inc. Personal Investment Plan and
                                    Mattel, Inc. Hourly Employee Personal
                                    Investment Plan

                                      /s/ Christopher A. Sinclair
                                    ------------------------------------------
                                              Christopher A. Sinclair
                                        Chairman of the Pension Committee

                                      /s/ Dr. Harold Brown
                                    ------------------------------------------
                                                 Dr. Harold Brown
                                             Pension Committee Member

                                      S-3
INDEX TO EXHIBITS
SEQUENTIALLY
       NUMBERED
       EXHIBIT                                           DESCRIPTION
---------------------    ---------------------------------------------------------------------
4.1    Mattel, Inc. Personal Investment Plan (incorporated by reference to
                         Exhibit 99.3 to Mattel's Current Report on Form 8-K dated August 21,
                         1998).
                  4.2    Mattel, Inc. Hourly Employee Personal Investment Plan (incorporated by
                         reference to Exhibit 4.1 to Mattel's Registration Statement on Form
                         S-8 dated February 20, 1996).
                + 5.1    Opinion of Christopher O'Brien, Esq.
                +23.1    Consent of PricewaterhouseCoopers LLP.
                +23.2    Consent of Christopher O'Brien, Esq. (included in Exhibit 5.1)
                +24.1    Power of Attorney with respect to Mattel (see page S-1).
---------------------
+ Filed herewith.