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:          April 6, 2000



                                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 April 3, 2000 regarding management's intention to
                sell Mattel's software business, a copy of which is included as
                Exhibit 99.0 attached hereto.


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

        (a)     Financial statements of businesses acquired:  None

        (b)     Pro forma financial information:  None

        (c)     Exhibits:

                99.0  Press release dated April 3, 2000





                               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/ Christopher O'Brien
                                                  -------------------------
                                                  Christopher O'Brien
                                                  Assistant General Counsel
                                                  and Assistant Secretary

        Date: April 6, 2000
        -------------------

EX-99.0

                                                                EXHIBIT 99.0



FOR IMMEDIATE RELEASE                          CONTACT: Glenn Bozarth
April 3, 2000                                           Mattel, Inc.
                                                        (310) 252-3521



              MATTEL TO SELL ITS SOFTWARE BUSINESS
              ------------------------------------


LOS ANGELES, April 3 -- Mattel, Inc. announced today that its
Board of Directors has retained Credit Suisse First Boston Corporation
to sell its software business, which is comprised primarily of
the assets of the former Learning Company.  Mattel acquired the
Learning Company in May, 1999 and has incurred substantial operating
losses from this acquisition.  The Board has made it clear that it
does not intend to include in this transaction control of any Mattel
brands.

The software business will be treated as a discontinued operation
in the Company's financial statements effective March 31, 2000.

The Company has no present intention to issue any further comment
on the status of the transaction until such time as a definitive
agreement for the sale of the software business has been executed.
There can be no assurances that any transaction will occur.

Mattel, Inc. is a worldwide leader in the design, manufacture
and marketing of family products.  With headquarters in El Segundo,
California, Mattel has offices and facilities in 36 foreign
countries and sells its products in more than 150 nations
throughout the world.

Note:
Forward-looking statements included in this release
with respect to the financial condition, results of operations
and business of the company, which include, but are not limited
to sales levels, restructuring and integration charges, special
charges, other non-recurring charges, cost savings, operating
efficiencies and profitability, are subject to certain risks
and uncertainties that could cause actual results to differ
materially from those set forth in such statements.  These
include without limitation: the company's dependence on the
timely development, introduction and customer acceptance
of new products; significant changes in buying patterns of
major customers; possible weaknesses of international markets;
the impact of competition on revenues and margins; the
effect of currency fluctuations on reportable income;
unanticipated negative results of litigation, governmental
proceedings or environmental matters; and other risks and
uncertainties as may be detailed from time to time in the
company's public announcements and SEC filings.




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