<PAGE>

As filed with the Securities and Exchange Commission on March 13, 2000
                                                           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 1999 STOCK OPTION 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 to be       Amount to be        offering price per     aggregate offering         Amount of
               registered                       registered(1)          share(2)               price(3)            registration fee
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>                 <C>                    <C>                    <C>
 Common Stock, par value $1.00 per              7,000,000               $13.68              $95,760,000.00           $25,280.64
 share (including the Preference Share          4,800,000               $10.37              $49,776,000.00           $13,140.86
 Purchase Rights attached thereto)(4).          1,000,000               $ 9.31              $ 9,310,000.00           $ 2,457.84
                                                ----------                                                           ----------
                                               12,800,000                                                            $40,879.34
 ==================================================================================================================================
</TABLE>

(1) The Mattel 1999 Stock Option Plan (the "Plan") authorizes the issuance of a
    maximum of 12,800,000 shares of common stock of Mattel, Inc. ( "Mattel").
    The registered shares are comprised of (A) 7,000,000 shares issuable at an
    exercise price of $13.68 pursuant to options outstanding under the Plan, (B)
    4,800,000 shares issuable at an exercise price of $10.37 pursuant to options
    outstanding under the Plan and (C) 1,000,000 shares that are not yet subject
    to outstanding options under the Plan. 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 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 (A) the exercise
    price per share ($13.68) of outstanding options for 7,000,000 shares, (B)
    the exercise price per share ($10.37) of outstanding options for 4,800,000
    shares and (C) for the remaining shares, the average of the high and low
    trading prices ($9.31) of Mattel's common stock as reported on the New York
    Stock Exchange on March 8, 2000, 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 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-K ended December 31, 1999;

     (b)  Mattel's Current Reports on Form 8-K, dated January 6, 2000 and
          February 11, 2000;

     (c)  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.

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

                                      II-1
<PAGE>

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 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,

                                      II-2
<PAGE>

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 1999 Stock Option Plan (incorporated by reference to Exhibit
          10.51 to Mattel's Annual Report on Form 10-K for the year ended
          December 31, 1999).

   + 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.

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;

                                      II-3
<PAGE>

          (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 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-4
<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 March 13, 2000.

                                        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, Ned Mansour, 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/ William D. Rollnick        Director and Acting Chairman of the       March 13, 2000
-------------------------        Board
      William D. Rollnick


  /s/ Ronald M. Loeb            Director and Acting Chief Executive        March 13, 2000
-----------------------------   Officer
      Ronald M. Loeb

</TABLE>

                                      S-1
<PAGE>

<TABLE>
<S>                            <C>                                        <C>
  /s/ Kevin M. Farr              Chief Financial Officer (principal        March 13, 2000
-----------------------------    financial and accounting officer)
      Kevin M. Farr


  /s/ Harold Brown               Director                                  March 13, 2000
------------------------------
      Dr. Harold Brown


  /s/ Tully M. Friedman          Director                                  March 13, 2000
------------------------------
      Tully M. Friedman


  /s/ Joseph C. Gandolfo         Director and President, Worldwide         March 13, 2000
------------------------------   Manufacturing Operations
      Joseph C. Gandolfo


  /s/ Ned Mansour                Director and President, Mattel, Inc.      March 13, 2000
------------------------------
      Ned Mansour


  /s/ Dr. Andrea L. Rich         Director                                  March 13, 2000
------------------------------
      Dr. Andrea L. Rich


  /s/ Pleasant T. Rowland        Vice-Chairman of the Board and            March 13, 2000
------------------------------   President, Pleasant Company
      Pleasant T. Rowland


  /s/ Christopher A. Sinclair    Director                                  March 13, 2000
------------------------------
      Christopher A. Sinclair


  /s/ John L. Vogelstein         Director                                  March 13, 2000
------------------------------
      John L. Vogelstein

                                 Director
------------------------------
      Ralph V. Whitworth
</TABLE>

                                      S-2
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 SEQUENTIALLY
   NUMBERED
   EXHIBIT
                                                     DESCRIPTION
-----------------------   ----------------------------------------------------------------------
<C>                       <S>
                    4.1   Mattel 1999 Stock Option Plan (incorporated by reference to Exhibit
                          10.51 to Mattel's Annual Report on Form 10-K for the year ended December
                          31, 1999).
                  + 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.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23270}]
{"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": "333-32294", "film-number": "567825"}, "business-address": {"street1": "333 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3102522000"}}
As filed with the Securities and Exchange Commission on March 13, 2000
                                                           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 1999 STOCK OPTION 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 to be       Amount to be        offering price per     aggregate offering         Amount of
               registered                       registered(1)          share(2)               price(3)            registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per              7,000,000               $13.68              $95,760,000.00           $25,280.64
 share (including the Preference Share          4,800,000               $10.37              $49,776,000.00           $13,140.86
 Purchase Rights attached thereto)(4).          1,000,000               $ 9.31              $ 9,310,000.00           $ 2,457.84
                                                ----------                                                           ----------
                                               12,800,000                                                            $40,879.34
 ==================================================================================================================================
(1) The Mattel 1999 Stock Option Plan (the "Plan") authorizes the issuance of a
    maximum of 12,800,000 shares of common stock of Mattel, Inc. ( "Mattel").
    The registered shares are comprised of (A) 7,000,000 shares issuable at an
    exercise price of $13.68 pursuant to options outstanding under the Plan, (B)
    4,800,000 shares issuable at an exercise price of $10.37 pursuant to options
    outstanding under the Plan and (C) 1,000,000 shares that are not yet subject
    to outstanding options under the Plan. 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 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 (A) the exercise
    price per share ($13.68) of outstanding options for 7,000,000 shares, (B)
    the exercise price per share ($10.37) of outstanding options for 4,800,000
    shares and (C) for the remaining shares, the average of the high and low
    trading prices ($9.31) of Mattel's common stock as reported on the New York
    Stock Exchange on March 8, 2000, 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 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-K ended December 31, 1999;

     (b)  Mattel's Current Reports on Form 8-K, dated January 6, 2000 and
          February 11, 2000;

     (c)  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.

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

                                      II-1
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 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,

                                      II-2
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 1999 Stock Option Plan (incorporated by reference to Exhibit
          10.51 to Mattel's Annual Report on Form 10-K for the year ended
          December 31, 1999).

   + 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.

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;

                                      II-3
(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 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-4
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 March 13, 2000.

                                        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, Ned Mansour, 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/ William D. Rollnick        Director and Acting Chairman of the       March 13, 2000
-------------------------        Board
      William D. Rollnick

  /s/ Ronald M. Loeb            Director and Acting Chief Executive        March 13, 2000
-----------------------------   Officer
      Ronald M. Loeb
S-1
/s/ Kevin M. Farr              Chief Financial Officer (principal        March 13, 2000
-----------------------------    financial and accounting officer)
      Kevin M. Farr

  /s/ Harold Brown               Director                                  March 13, 2000
------------------------------
      Dr. Harold Brown

  /s/ Tully M. Friedman          Director                                  March 13, 2000
------------------------------
      Tully M. Friedman

  /s/ Joseph C. Gandolfo         Director and President, Worldwide         March 13, 2000
------------------------------   Manufacturing Operations
      Joseph C. Gandolfo

  /s/ Ned Mansour                Director and President, Mattel, Inc.      March 13, 2000
------------------------------
      Ned Mansour

  /s/ Dr. Andrea L. Rich         Director                                  March 13, 2000
------------------------------
      Dr. Andrea L. Rich

  /s/ Pleasant T. Rowland        Vice-Chairman of the Board and            March 13, 2000
------------------------------   President, Pleasant Company
      Pleasant T. Rowland

  /s/ Christopher A. Sinclair    Director                                  March 13, 2000
------------------------------
      Christopher A. Sinclair

  /s/ John L. Vogelstein         Director                                  March 13, 2000
------------------------------
      John L. Vogelstein

                                 Director
------------------------------
      Ralph V. Whitworth
S-2
INDEX TO EXHIBITS
SEQUENTIALLY
   NUMBERED
   EXHIBIT
                                                     DESCRIPTION
-----------------------   ----------------------------------------------------------------------
4.1   Mattel 1999 Stock Option Plan (incorporated by reference to Exhibit
                          10.51 to Mattel's Annual Report on Form 10-K for the year ended December
                          31, 1999).
                  + 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.