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

                       __________________________________

                               November 16, 1998
                Date of Report (Date of earliest event reported)


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


          Delaware                      001-05647              95-1567322
(State or Other Jurisdiction           (Commission            (IRS Employer
     of Incorporation)                 File Number)       Identification Number)


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


                                 (310) 252-2000
                                 --------------
               Registrant's telephone number, including area code

 
Items 1-4.  Not Applicable.
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Item 5.     Other Events.
            ------------ 

     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
     1,000,000,000 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 after
     preferential payments 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 November 6, 1998, there were 287,634,595 shares of Common Stock
     issued and outstanding. 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.

Items 6-8.  Not Applicable.
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                                  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.

Dated:  November 16, 1998

                              MATTEL, INC.
                              Registrant

                              By: /s/ Lee B. Essner
                                  ----------------------------------
                              Name:  Lee B. Essner
                              Title: Assistant General Counsel
                                     and Assistant Secretary

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