SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report:          July 22, 1996



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


         Delaware                  001-05647                        95-1567322
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(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)




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


Registrant's telephone number, including area code              (310) 252-2000
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                                   N/A
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       (Former name or former address, if changed since last report)




Item 5.   Other Events
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          Mattel, Inc. ("Mattel") hereby amends the description of
          its common stock contained in a Form 8-A declared effective
          on August 2, 1963.  The amended description is as follows:

            Mattel's authorized capital stock as of the date hereof
            consists of 300,000,000 shares of common stock, $1.00
            par value per share (the "Common Stock"), 3,000,000
            shares of preferred stock, $1.00 par value per share
            (the "Preferred Stock"), and 20,000,000 shares of
            preference stock, $.01 par value per share (the
            "Preference Stock").  Mattel does not presently have
            outstanding, and Mattel's Certificate of Incorporation
            does not authorize, any other classes of capital stock.
            Holders of shares of Common Stock have no preemptive,
            redemption or conversion rights.  The holders of Common
            Stock are entitled to receive dividends when and as
            declared by the Mattel Board of Directors out of funds
            legally available therefor.  Upon liquidation, dissolution
            or winding up of Mattel, the holders of Common Stock may
            share ratably in the net assets of Mattel and liquidating
            distributions to holders of Preferred Stock or Preference
            Stock, if any.  Each holder of Common Stock is entitled
            to one vote per share of Common Stock held of record by
            such holder and may cumulate its votes in the election of
            directors.  As of June 30, 1996, there were 279,057,614
            shares of Common Stock issued, as adjusted to reflect the
            five-for-four stock split payable as a stock dividend
            declared February 6, 1996.  Each outstanding share of Common
            Stock is accompanied by a right to purchase one one-hundredth
            (128/37,500ths as adjusted to reflect a series of stock splits)
            of a share of Mattel Series E Junior Participating Preference
            Stock, $.01 par value per share.  The registrar and transfer
            agent for the Common Stock is the First National Bank of
            Boston.




                               SIGNATURES
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        Pursuant to the requirements of the Securities Exchange Act of 1934,
        the registrant has duly caused this report to be signed on its behalf
        by the undersigned hereunto duly authorized.


                                              MATTEL, INC.
                                              Registrant

                                              By: /s/ Leland P. Smith
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                                                  Leland P. Smith
                                                  Assistant General Counsel
        Date: July 22, 1996                       and Assistant Secretary
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