8-A12B/A

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                               ------------------

                                   Form 8-A/A
                                 Amendment No. 4

                For Registration of Certain Classes of Securities
                        Pursuant to Section 12(b) or (g)
                     of the Securities Exchange Act of 1934

                               ------------------

                                  Mattel, Inc.
             (Exact Name of Registrant as Specified in its Charter)


             Delaware                                 95-1567322
    (State or Other Jurisdiction          (IRS Employer Identification Number)
  of Incorporation or Organization)


          333 Continental Blvd.,
          El Segundo, California                      90245-5012
 (Address of Principal Executive Offices)             (Zip Code)


     If this Form relates to the registration of a class of securities Section
12(b) of the Exchange Act and is effective pursuant to General Instruction A (c)
please check the following box:
                                                          [X] Yes [_] No

     If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is pursuant to General Instruction A
(d) check the following box:
                                                          [_] Yes [X] No


        Securities to Be Registered Pursuant to Section 12(b) of the Act:

                                               Name of Each Exchange on Which
  Title of Each Class to Be So Registered      Each Class is to Be Registered
- --------------------------------------------------------------------------------
      Preference Share Purchase Rights            New York Stock Exchange
                                                   Pacific Exchange, Inc.


        Securities to Be Registered Pursuant to Section 12(g) of the Act:
                                      None
                                (Title of Class)





ITEM 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

     Reference is hereby made to the Registration Statement on Form 8-A filed
with the Securities and Exchange Commission by Mattel, Inc. (the "Company") on
February 13, 1992, Amendment No. 1 to the Registration Statement on Form 8-A/A
filed with the Securities and Exchange Commission by the Company on March 13,
1992, Amendment No. 2 to the Registration Statement on Form 8-A/A filed with the
Securities and Exchange Commission by the Company on May 13, 1999 and Amendment
No. 3 to the Registration Statement on Form 8-A/A filed with the Securities and
Exchange Commission by the Company on November 12, 1999 (collectively, the "Form
8-A"). The Form 8-A relates to the preference share purchase rights of the
Company and the Rights Agreement, dated as of February 7, 1992, as amended as of
November 4, 1999 (the "Rights Agreement"), by and between the Company and Fleet
National Bank, a national banking association, formerly Bank Boston N.A.,
formerly the First National Bank of Boston. The Form 8-A is incorporated herein
by reference.

     The Company's Board of Directors has approved and adopted Amendment No. 3
to the Rights Agreement, dated as of November 8, 2001 (the "Amendment"), a copy
of which is attached hereto as Exhibit 4.4 and incorporated herein by reference.

     The Amendment specifically permits the Company to appoint EquiServe Trust
Company, N.A. ("Equiserve") as a successor Rights Agent. Following execution of
the Amendment, Equiserve will be appointed as the successor Rights Agent.

     The Company hereby amends and restates Item 1 to the Form 8-A to read in
its entirety as follows:

     On February 7, 1992, the Board of Directors of Mattel, Inc. (the "Company")
declared a dividend of one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend is payable on February 17, 1992 (the
"Record Date") to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series E Junior Participating Preference Stock, par value $.01 per share (the
"Preference Shares"), of the Company at a price of $150 per one one-hundredth of
a Preference Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of February 7, 1992, as amended by Amendment No. 1 to the Rights Agreement,
dated as of May 13, 1999, Amendment No. 2 to the Rights Agreement, dated as of
November 4, 1999 and Amendment No. 3 to the Rights Agreement, dated as of
November 8, 2001 (collectively, the "Rights Agreement"), between the Company and
Fleet National Bank, as Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 15% or more of the outstanding
Common Shares (including any Common Shares issuable upon the exchange of the
exchangeable non-voting shares (the "Exchangeable Shares") of Softkey Software
Products Inc., the Company's Canadian subsidiary) or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated persons becomes an Acquiring
Person) following the com-




mencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(including any Common Shares issuable upon the exchange of the Exchangeable
Shares) (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of the Summary of Rights which is included in the Rights Agreement as Exhibit C
(the "Summary of Rights") attached thereto.

     The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of the Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date. The Rights will
expire on February 17, 2002 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

     The Purchase Price payable, and the number of Preference Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred to above).

     The number of outstanding Rights and the number of one one-hundredths
of a Preference Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

     Preference Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preference Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Com-




                                       2



mon Share. In the event of liquidation, the holders of the Preference Shares
will be entitled to a minimum preferential liquidation payment of $100 per share
but will be entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preference Share will have 100 votes, voting together with
the Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preference Share will be
entitled to receive 100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.

     Because of the nature of the Preference Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preference Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.

     In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right (other than the Acquiring
Person) will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that any
person or group of affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares (including any Common Shares issuable upon the exchange of the
Exchangeable Shares), the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one Common Share, or one
one-hundredth of a Preference Share (or of a share of a class or series of the
Company's preference stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.

     At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.



                                       3



     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than (a) the Company, (b) any subsidiary
of the Company, (c) any employee benefit plan of the Company or any subsidiary
of the Company, (d) any entity holding Common Shares or Exchangeable Shares for
or pursuant to the terms of any such plan or (e) E.M. Warburg, Pincus & Co.,
Inc., a Delaware corporation, and its affiliates and associates) and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.

     For the purpose of calculating the various percentage ownership thresholds
contained in the Rights Agreement, shares issued in connection with the capital
investment approved by the Company's stockholders at the 1984 Annual Meeting and
still owned by the original owner, or owned by certain qualified transferees,
are excluded from the amount deemed to be beneficially owned by such persons.
However, if such original owner or qualified transferee becomes a member of a
group with certain other persons, such shares will be included in the amount
attributable to, and will be deemed to be beneficially owned by, such other
persons.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares.

     The Rights Agreement, dated as of February 7, 1992, between the Company and
The First National Bank of Boston as Rights Agent, specifying the terms of the
Rights and including the form of the Certificate of Designation, Preferences and
Rights setting forth the terms of the Preference Shares as an exhibit thereto,
is attached to the Form 8-A filed with the Securities and Exchange Commission by
the Company on March 13, 1992 and is incorporated herein by reference. Amendment
No. 1 to Rights Agreement, dated as of May 13, 1999, between the Company and
BankBoston, N.A., as Rights Agent, including the amended and restated Summary of
Rights to Purchase Preferred Shares as an exhibit thereto, is attached to the
Form 8-A/A filed with the Securities and Exchange Commission by the Company on
May 13, 1999 and is incorporated herein by reference. Amendment No. 2 to Rights
Agreement, dated as of November 4, 1999, between the Company and BankBoston,
N.A., as Rights Agent, including the amended and restated Summary of Rights to
Purchase Preferred Shares as an exhibit thereto, is attached to the Form 8-A/A
filed with the Securities and Exchange Commission by the Company on November 12,
1999 and is incorporated herein by reference. Amendment No. 3 to Rights
Agreement, dated as of November 8, 2001, between the Company and Fleet National
Bank, as Rights Agent, including the amended and restated Summary of Rights to
Purchase Preferred Shares as an exhibit




                                       4



thereto, is filed herewith. The foregoing description of the Rights is qualified
in its entirety by reference to such exhibits.

ITEM 2.  EXHIBITS

     The Company hereby amends and restates Item 2 to the Form 8-A to read in
its entirety as follows:

     *4.1.  Rights Agreement, dated as of February 7, 1992 between Mattel, Inc.
            and The First National Bank of Boston, as Rights Agent, which
            includes the form of Certificate of Designation, Preferences and
            Rights setting forth the terms of the Series E Junior Participating
            Preference Stock, par value $.01 per share, as Exhibit A, the form
            of Right Certificate as Exhibit B and the Summary of Rights to
            Purchase Preference Shares as Exhibit C.

    **4.2.  Amendment No. 1 to Rights Agreement, dated as of May 13, 1999,
            between Mattel, Inc. and BankBoston, N.A., as Rights Agent, which
            includes the amended and restated Summary of Rights to Purchase
            Preference Shares as Exhibit C.

   ***4.3.  Amendment No. 2 to Rights Agreement, dated as of November 4, 1999,
            between Mattel, Inc. and BankBoston, N.A., as Rights Agent, which
            includes the amended and restated Summary of Rights to Purchase
            Preference Shares as Exhibit C.

       +4.4.  Amendment No. 3 to Rights Agreement, dated as of November 8, 2001,
            between Mattel, Inc. and Fleet National Bank, as Rights Agent,
            which includes the amended and restated Summary of Rights to
            Purchase Preference Shares as Exhibit C.
- ----------
*    Previously filed as an exhibit to the Company's Registration Statement
     on Form 8-A filed February 13, 1992.

**   Previously filed as an exhibit to the Company's Registration Statement on
     Form 8-A/A filed May 13, 1999.

***  Previously filed as an exhibit to the Company's Registration Statement on
     Form 8-A/A filed November 12, 1999.

+    Filed herewith.





                                       5



                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.

                                  MATTEL, INC.

Dated:  November 16, 2001         By: /s/ Robert Normile
                                     --------------------------------------
                                     Robert Normile
                                     Senior Vice President, General Counsel
                                      and Secretary



                                       6



                                    EXHIBITS

     *4.1.  Rights Agreement, dated as of February 7, 1992 between Mattel, Inc.
            and the First National Bank of Boston, as Rights Agent, which
            includes the form of Certificate of Designation, Preferences and
            Rights setting forth the terms of the Series E Junior Participating
            Preference Stock, par value $.01 per share, as Exhibit A, the form
            of Right Certificate as Exhibit B and the Summary of Rights to
            Purchase Preference Shares as Exhibit C.

    **4.2.  Amendment No. 1 to Rights Agreement, dated as of May 13, 1999,
            between Mattel, Inc. and BankBoston, N.A., as Rights Agent, which
            includes the amended and restated Summary of Rights to Purchase
            Preference Shares as Exhibit C.

   ***4.3.  Amendment No. 2 to Rights Agreement, dated as of November 4, 1999,
            between Mattel, Inc. and BankBoston, N.A., as Rights Agent, which
            includes the amended and restated Summary of Rights to Purchase
            Preference Shares as Exhibit C.

     +4.4.  Amendment No. 3 to Rights Agreement, dated as of November 8, 2001,
            between Mattel, Inc. and Fleet National Bank, as Rights Agent,
            which includes the amended and restated Summary of Rights to
            Purchase Preference Shares as Exhibit C.
- ----------
*    Previously filed as an exhibit to the Company's Registration Statement
     on Form 8-A filed February 13, 1992.

**   Previously filed as an exhibit to the Company's Registration Statement on
     Form 8-A/A filed May 13, 1999.

***  Previously filed as an exhibit to the Company's Registration Statement on
     Form 8-A/A filed November 12, 1999.

+    Filed herewith.





                                       7

EX-4.4

                                                                     EXHIBIT 4.4

                                RIGHTS AGREEMENT

                                 AMENDMENT NO. 3

     This Amendment No. 3, dated as of November 8, 2001 (the "Amendment") amends
the Rights Agreement, dated as of February 7, 1992, as amended by amendments
dated as of May 13, 1999 and November 4, 1999 (the "Rights Agreement"), by and
between Mattel, Inc., a Delaware corporation (the "Company") and Fleet National
Bank, a national banking association, formerly BankBoston N.A., formerly The
First National Bank of Boston (the "Rights Agent").

     WHEREAS, the Board of Directors of the Company has determined that it is in
the best interest of the Company and its stockholders to effect certain
amendments to the Rights Agreement;

     WHEREAS, pursuant to Section 27 of the Rights Agreement the Company may,
subject to certain limitations, amend the Rights Agreement without the approval
of any holders of Rights Certificates to make any provisions with respect to the
Rights which the Company deems necessary or desirable;

     WHEREAS, the Company and the Rights Agent wish to amend the Rights
Agreement in the manner set forth below.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties thereto agree that the Rights Agreement is amended
as follows:

     1.  Amendment.
         ---------

         (a) All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each reference
in the Rights Agreement to "this Agreement," "hereof," "herein," "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the Rights
Agreement as amended hereby. All references to the Rights Agreement in any other
agreement between or among any of the parties hereto relating to the
transactions contemplated by the Rights Agreement shall be deemed to refer to
the Rights Agreement s amended hereby.

         (b) Section 21 of the Rights Agreement ("Change of Rights Agent") is
hereby amended, effective as of May 8, 2001, by replacing it in its entirety
with the following:

     Section 21. Change of Rights Agent. The Rights Agent or any successor
                 ----------------------
     Rights Agent may resign and be discharged from its duties under this
     Agreement upon 30 days' notice in writing mailed to the Company and to each
     transfer agent of the Common Shares or Preference Shares by registered or
     certified mail and to the holders of the Right Certificates by first-class
     mail. The Company may remove the Rights Agent or any successor Rights Agent
     upon 30 days' notice in writing mailed to the Rights Agent or successor
     Rights Agent, as the case may be, and to each transfer agent of the Common
     Shares or



                                       1




     Preference Shares by registered or certified mail, and to the holders of
     the Right Certificates by first-class mail. If the Rights Agent shall
     resign or be removed or shall otherwise become incapable of acting, the
     Company shall appoint a successor to the Rights Agent. If the Company shall
     fail to make such appointment within a period of 30 days after giving
     notice of such removal or after it has been notified in writing of such
     resignation or incapacity by the resigning or incapacitated Rights Agent or
     by the holder of a Right Certificate (who shall, with such notice, submit
     such holder's Right Certificate for inspection by the Company), then the
     registered holder of any Right Certificate may apply to any court of
     competent jurisdiction for the appointment of a new Rights Agent. Any
     successor Rights Agent, whether appointed by the Company or by such a
     court, shall be either (1) EquiServe Trust Company, N.A., or (2) a
     corporation or trust company organized and doing business under the laws of
     the United States or the Commonwealth of Massachusetts or the State of
     California (or of any other state of the United States so long as such
     corporation or trust company is authorized to do business as a banking
     institution in the Commonwealth of Massachusetts or the State of
     California), in good standing, having an office in the Commonwealth of
     Massachusetts or the State of California, which is authorized under such
     laws to exercise corporate trust or stock transfer powers and is subject to
     supervision or examination by federal or state authority and which has at
     the time of its appointment as Rights Agent a combined capital and surplus
     of at least $50 million. After appointment, the successor Rights Agent
     shall be vested with the same powers, rights, duties and responsibilities
     as if it had been originally named as Rights Agent without further act or
     deed; but the predecessor Rights Agent shall deliver and transfer to the
     successor Rights Agent any property at the time held by it hereunder, and
     execute and deliver any further assurance, conveyance, act or deed
     necessary for the purpose. Not later than the effective date of any such
     appointment the Company shall file notice thereof in writing with the
     predecessor Rights Agent and each transfer agent of the Common Shares or
     Preference Shares, and mail a notice thereof in writing to the registered
     holders of the Right Certificates. Failure to give any notice provided for
     in this Section 21, however, or any defect therein, shall not affect the
     legality or validity of the resignation or removal of the Rights Agent or
     the appointment of the successor Rights Agent, as the case may be.

         (c) Section 26 of the Rights Agreement ("Notices") is hereby amended,
effective as of the date of this Amendment, by replacing the address for any
notice or demand authorized by the Rights Agreement to be given or made by the
Company or the holder of any Right Certificate to or on the Rights Agent with
the following:

     Fleet National Bank
     c/o EquiServe Limited Partnership
     150 Royall Street
     Canton, MA  02021

         (d) Exhibit C to the Rights Agreement is hereby amended and restated
in its entirety, effective as of the date of this Amendment, as set forth in
Exhibit C attached hereto.



                                       2



     2.  Miscellaneous.
         -------------

         (a) Choice of Law. This Amendment shall be deemed to be a contract
             -------------
made under the laws of the State of Delaware and for all purposes shall be
governed and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.

         (b) Counterparts. This Amendment may be executed in one or more
             ------------
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         (c) Severability. If any term or provision of this Amendment is held
             ------------
by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms and provisions of this Amendment shall
in no way be affected, impaired or invalidated.

         (d) Existing Terms. The existing terms and conditions of the Rights
             --------------
Agreement shall remain in full force and effect except as such terms and
conditions are specifically amended or conflict with the terms of this
Amendment.


                                       3



     IN WITNESS WHEREOF, this Amendment has been duly executed by the
respective authorized officers of the parties hereto, in each case as of the day
and year first above written.

                            The Company:
                            MATTEL, INC.


                            By:          /s/ Robert Normile
                               -------------------------------------------
                            Name:        Robert Normile
                            Title:       Senior Vice President,
                                         General Counsel and Secretary

                            Rights Agent:
                            FLEET NATIONAL BANK


                            By:          /s/ Katherine Anderson
                               -------------------------------------------
                            Name:        Katherine Anderson
                            Title:       Managing Director





                                       4



                                                                       Exhibit C

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERENCE SHARES

     On February 7, 1992, the Board of Directors of Mattel, Inc. (the "Company")
declared a dividend of one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend is payable on February 17, 1992 (the
"Record Date") to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series E Junior Participating Preference Stock, par value $.01 per share (the
"Preference Shares"), of the Company at a price of $150 per one one-hundredth of
a Preference Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement dated as
of February 7, 1992, as amended by Amendment No. 1 to the Rights Agreement dated
as of May 13, 1999, Amendment No. 2 to the Rights Agreement dated as of November
4, 1999 and Amendment No. 3 to the Rights Agreement dated as of November 8, 2001
(collectively, the "Rights Agreement") between the Company and Fleet National
Bank, a national banking association, formerly Bank Boston N.A., formerly The
First National Bank of Boston, as Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 15% or more of the outstanding
Common Shares (including any Common Shares that are issuable upon the exchange
of the exchangeable non-voting shares (the "Exchangeable Shares") of Softkey
Software Products Inc., the Company's Canadian subsidiary) or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding Common Shares (including any Common Shares that are issuable
upon the exchange of the Exchangeable Shares) (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of this Summary of Rights attached thereto.

     The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of this Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.



                                       5



     The Rights are not exercisable until the Distribution Date. The Rights will
expire on February 17, 2002 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

     The Purchase Price payable, and the number of Preference Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred to above).

     The number of outstanding Rights and the number of one one-hundredths of a
Preference Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case
prior to the Distribution Date.

     Preference Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preference Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preference Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Preference Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preference Share will be entitled to receive
100 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.

     Because of the nature of the Preference Shares' dividend, liquidate and
voting rights, the value of the one one-hundredth interest in a Preference Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.

     In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have




                                       6



the right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares (including any Common Shares that are issuable upon the exchange
of the Exchangeable Shares), the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preference Share (or of a share of a class or series of
the Company's preference stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.

     At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
(including any Common Shares that are issuable upon the exchange of the
Exchangeable Shares) then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons (other than (a) the Company,
(b) any subsidiary of the Company, (c) any employee benefit plan of the Company
or any subsidiary of the Company, (d) any entity holding Common Shares or
Exchangeable Shares for or pursuant to the terms of any such plan or (e) E.M.
Warburg, Pincus & Co., Inc., a Delaware corporation, and its affiliates and
associates) and (ii) 10%, except that from and after such time as any person or
group of affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.

     For the purpose of calculating the various percentage ownership thresholds
contained in the Rights Agreement, shares issued in connection with the capital
investment approved by the Company's shareholders at the 1984 Annual Meeting and
still owned by the original owner, or owned by certain qualified transferees,
are excluded from the amount deemed to be beneficially owned by such persons.
However, if such original owner or qualified transferee becomes a member of a
group with certain other persons, such shares will be included in the amount
attributable to, and will be deemed to be beneficially owned by, such other
persons.



                                       7



     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
February 10, 1992. Copies of Amendments No. 1, No. 2 and No. 3 to the Rights
Agreement have been filed with the Securities and Exchange Commission as
Exhibits to a Registration Statement on Form 8-A/A dated May 13, 1999, November
12, 1999 and November 16, 2001, respectively. A copy of the Rights Agreement
(including Amendments No. 1, No. 2 and No. 3 to the Rights Agreement) is
available free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated herein by
reference.


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