8-K

                      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:          August 22, 1996



                                MATTEL, INC.
                                ------------
           (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
                                                  ----------------------------

                                   N/A
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       (Former name or former address, if changed since last report)




Item 5.         Other Events
- -------         ------------

                Mattel, Inc. hereby incorporates by reference herein its
                press release dated August 22, 1996, regarding the designation
                of Jill E. Barad to succeed John W. Amerman as chief executive
                officer of Mattel effective January 1, 1997, a copy of which
                is included as Exhibit 99.1 attached hereto.


Item 7.         Financial Statements and Exhibits
- -------         ---------------------------------

        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                99.1  Press release dated August 22, 1996.



                               SIGNATURES
                               ----------

        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
                                                  -----------------------------
                                                  Leland P. Smith
                                                  Assistant General Counsel
        Date: August 22, 1996                     and Assistant Secretary
              ---------------

EX-99.1

                                                           EXHIBIT 99.1


FOR IMMEDIATE RELEASE                            CONTACT:  Glenn Bozarth
                                                           (310) 252-3521



                    BARAD DESIGNATED TO SUCCEED AMERMAN
              AS CHIEF EXECUTIVE OFFICER, EFFECTIVE JANUARY 1
              -----------------------------------------------


LOS ANGELES, August 22 -- John W. Amerman, chairman and chief executive
officer of Mattel, Inc., today announced that the Mattel board of directors
has designated Jill E. Barad, currently president and chief operating
officer, to succeed him as chief executive officer, effective January 1,
1997, and that he will remain chairman of the board of directors.

     "In my 10 years as Mattel's chief executive officer, we will have
roughly quadrupled our sales volume and increased net income more than ten
fold," Amerman said.  "We have expanded our worldwide leadership position,
established a record of consistent, profitable growth, and -- importantly --
we have prepared for management succession.  An excellent team is in
place that will take Mattel to even greater heights.

     "Jill Barad has contributed so much to our success during her 15 years
with Mattel, and particularly during the four years she has served as my
partner in running this company," Amerman said.  "She has proven herself to
be an excellent leader, marketer and manager.  I have total confidence in
Jill, and know she will be an outstanding CEO.


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Mattel, Inc.
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     "In addition, Jill has developed a team of five very strong executives
reporting to her, including Byron Davis, president of Fisher-Price; Joseph
C. Gandolfo, president-Worldwide Manufacturing Operations; Ned Mansour,
president-Corporate Operations; Bruce L. Stein, president-Mattel Worldwide,
and Francesca Luzuriaga, executive vice president and chief financial
officer," Amerman said.  "I am delighted with the strength and breadth of
this management team.  With this team operating under Jill's leadership,
Mattel will continue to produce record results."

     Amerman also said that Ned Mansour and Bruce L. Stein were today
elected to the company's board of directors, which will now have 13
members.

     Stein, who began his career at Mattel, served as president of the
Kenner Products Group of Hasbro, Inc., among other positions, before
returning to Mattel as president - Mattel Worldwide.  Mansour is an 18-year
Mattel employee who served as senior vice president, general counsel and
secretary; executive vice president and chief administrative officer, and
president - Mattel USA, before being named president-Corporate Operations.

     Amerman, who was named chairman and chief executive officer of Mattel
in 1987, joined the company in 1980 as president of Mattel International.
He came to Mattel from Warner Lambert, where he was president of the
American Chicle division.  Amerman began his career in 1958 as a product
manager at Colgate Palmolive.


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Mattel, Inc.
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     Barad has served as Mattel's president and chief operating officer
since 1992.  She joined the company in 1981 as a product manager, and was
named marketing director for the Barbie doll brand in 1982, a vice
president in 1984, a senior vice president in 1985, executive vice
president in 1986, president-girls and activity toys division in 1989, and
president-Mattel USA in 1990.  She was elected to the Mattel board of
directors in 1991.

     With $3.6 billion in annual revenues for 1995, Mattel is the worldwide
leader in the design, manufacture and marketing of children's toys.
Headquartered in El Segundo, California, Mattel has offices and facilities
in 36 countries and sells its products in more than 140 nations throughout
the world.


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