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 (Date of earliest event reported):

                                November 4, 1999




                                  Mattel, Inc.
             (Exact name of registrant as specified in its charter)




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




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




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




                                       N/A
                                  (Former Name)





Item 5. Other Events.


Amendments to the Rights Plan

          On November 4, 1999 the Board of Directors (the "Board") of Mattel,
Inc., a Delaware corporation (the "Company"), approved an amendment (the
"Amendment") to the Rights Agreement, dated as of February 7,1992, as amended as
of May 13, 1999 (the "Rights Agreement"), by and between the Company and
BankBoston N.A., a national banking association, formerly, The First National
Bank of Boston.

          The Amendment reduces the threshold beneficial ownership level of
common stock, including any common stock issuable upon an exchange of
exchangeable shares of Softkey Software Products Inc., the Company's Canadian
subsidiary (the "Exchangeable Shares"), that triggers the distribution and
exercisablility of the rights issued pursuant to the Rights Agreement (the
"Rights") from 20% to 15%. As amended , if a person or group of affiliated or
associated persons becomes the beneficial owner of 15% or more of the
outstanding common stock of the Company, such person or group of affiliated or
associated persons becomes an "Acquiring Person."

          The Amendment  also provides for a technical  correction of the Rights
Agreement to ensure that the Exchangeable  Shares shall be taken into account in
determining  when a person or group of affiliated or associated  persons becomes
an  Acquiring  Person  and to ensure  that the holder of the  Company's  Special
Voting  Preferred  Share  (which  provides  voting  rights  for  holders  of the
Exchangeable  Shares) is excluded  from the  definition  of Acquiring  Person by
virtue of its holding of the Special Voting Preferred Share.

Amendment of By-Laws

          On November 4, 1999, the Board also approved an amendment to its
by-laws (the "By-Law Amendment"). The Company's existing advance notice by-laws
require that notice of stockholder proposals (including nominations for election
to the Board) be received (i) at least 90 days (but in no event more than 120
days) in advance of the annual meeting, or (ii) within 10 days of public
announcement of the meeting if less than 40 days'


                                       2


notice of the meeting is given to stockholders. The By-Law Amendment requires
notice of stockholder proposals at the annual meeting (including nominations for
election to the Board) to be received at least 90 days (but in no event more
than 120 days) in advance of the anniversary of the prior year's annual meeting.
The By-Law Amendment provides that if the date of the annual meeting is more
than 30 days before or 60 days after the anniversary date, notice of stockholder
proposals would be required to be received at least 90 days (but in no event
more than 120 days) in advance of the annual meeting, or within 10 days of
public announcement of the meeting. The By-Law Amendment also provides a notice
period for stockholder nominations of directors at special meetings (not earlier
than the 120th day prior to the meeting date and not later than the later of the
90th day prior to the meeting date or the 10th day following public announcement
of the meeting date) if persons are to be nominated for election to the Board at
a special meeting of stockholders.

          The By-Law Amendment also provides, with respect to action by
written consent, for the appointment by the Company of nationally recognized
independent inspectors of written consents, delaying the effectiveness of any
action purported to be taken by written consent until certification by the
independent inspectors that the consents received represent the minimum number
required to take the corporate action and limiting the period for which any
specific written consent may be effective to 60 days.

          The By-Law Amendment also provides for the following with respect to
indemnification: (1) providing specific procedures with respect to the making
and approval of indemnification claims; (2) shortening the waiting period for
bringing suits for unpaid indemnification claims from 90 days to 30 days; (3)
prohibiting the Company from disclaiming a prior approval of an indemnification
claim or arguing that the by-laws with respect to indemnification are invalid in
any future proceeding; (4) replacing the automatic indemnification of employees
and agents with a provision empowering the Company to extend such
indemnification to employees and agents and (5) providing that in the event any
provision of the by-laws with respect to indemnification are found to be
invalid, all other provisions shall remain valid.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (a) Financial statements of business acquired.

                   Not applicable.

          (b) Pro forma financial information. Not applicable.

          (c) Exhibits. The following exhibits are filed with this Report:



                                       3



            Exhibit     Description
            No.

            3.1         By-Laws of the Company, as amended prior to November 4,
                        1999 (Incorporated by reference to Exhibit 4.3 to the
                        Company's Registration Statement on Form S-3 dated
                        September 26, 1997)
            3.2         Amendment to By-Laws of the Company, dated as of
                        November 4, 1999 (Filed herewith)
            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.
                        (Incorporated by reference to the Company's Registration
                        Statement on Form 8-A filed on February 13, 1992).
            4.2         Amendment No. 1 to Rights Agreement dated as of May 13,
                        1999, between Mattel, Inc. and BankBoston, N.A.
                        (formerly, The First National Bank of Boston), as Rights
                        Agent, which includes the amended and restated Summary
                        of Rights to Purchase Preference Shares as Exhibit C.
                        (Incorporated by reference to the Company's Registration
                        Statement on Form 8-A/A, filed on May 13, 1999)
            4.3         Amendment No. 2 to Rights Agreement dated as of November
                        4, 1999, between Mattel, Inc. and BankBoston, N.A.
                        (formerly, The First National Bank of Boston), as Rights
                        Agent, which includes the amended and restated Summary
                        of Rights to Purchase Preference Shares as Exhibit C.
                        (Incorporated by reference to the Company's Registration
                        Statement on Form 8-A/A filed on November 12, 1999)




                                       4


                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.


                                       MATTEL, INC.
                                             (Registrant)


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


Dated: November 12, 1999


                                       5


                                  MATTEL, INC.

                           Current Report on Form 8-K

                                  Exhibit Index

            Exhibit     Description
            No.

            3.1         By-Laws of the Company, as amended prior to November 4,
                        1999 (Incorporated by reference to Exhibit 4.3 to the
                        Company's Registration Statement on Form S-3 dated
                        September 26, 1997)
            3.2         Amendment to By-Laws of the Company, dated as of
                        November 4, 1999 (Filed herewith)
            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.
                        (Incorporated by reference to the Company's Registration
                        Statement on Form 8-A filed on February 13, 1992).
            4.2         Amendment No. 1 to Rights Agreement dated as of May 13,
                        1999, between Mattel, Inc. and BankBoston, N.A.
                        (formerly, The First National Bank of Boston), as Rights
                        Agent, which includes the amended and restated Summary
                        of Rights to Purchase Preference Shares as Exhibit C.
                        (Incorporated by reference to the Company's Registration
                        Statement on Form 8-A/A, filed on May 13, 1999)
            4.3         Amendment No. 2 to Rights Agreement dated as of November
                        4, 1999, between Mattel, Inc. and BankBoston, N.A.
                        (formerly, The First National Bank of Boston), as Rights
                        Agent, which includes the amended and restated Summary
                        of Rights to Purchase Preference Shares as Exhibit C.
                        (Incorporated by reference to the Company's Registration
                        Statement on Form 8-A/A filed on November 12, 1999)


                                       6

EX-3.(II)

                    AMENDMENTS TO THE BY-LAWS OF MATTEL, INC.
               DULY APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS
                     AT A MEETING OF THE BOARD OF DIRECTORS
                              HELD NOVEMBER 4, 1999


          1. Article I, Section 9, is hereby amended by replacing the third
sentence thereof with the following:

          "To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the corporation not later
than the close of business on the 90th day nor earlier than the 120th day prior
to the anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
90th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above."

          2. Article I, Section 10, is hereby amended by replacing the fourth
sentence thereof with the following:


          "For elections at an annual meeting, to be timely, a stockholder's
notice must be delivered or mailed to and received at the principal executive
offices of the corporation not later than the close of business on the 90th day
nor earlier than the 120th day prior to the anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later than the 90th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made
by the corporation. In the event the corporation calls a special meeting of the
stockholders for the purpose of electing one or more directors to the Board of
Directors, a stockholder may nominate a person or persons (as the case may be),
for election to such position(s) as specified in the corporation's notice of
meeting, if the stockholder's notice shall be delivered or mailed to and
received at the principal executive offices of the corporation not earlier than
the close of business on the 120th day prior to such special meeting and not
later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of an annual or special meeting commence a
new time period for the giving of a stockholder's notice as described above."



          3. Article I is hereby further amended by adding the following new
Sections 11 and 12:

          "Section 11. Inspectors of Written Consent.

          In the event of the delivery, in the manner provided by ARTICLE V,
     Section 3(b), to the corporation of the requisite written consent or
     consents to take corporate action and/or any related revocation or
     revocations, the corporation shall engage nationally recognized independent
     inspectors of elections for the purpose of promptly performing a
     ministerial review of the validity of the consents and revocations. For the
     purpose of permitting the inspectors to perform such review, no action by
     written consent without a meeting shall be effective until such date as the
     independent inspectors certify to the corporation that the consents
     delivered to the corporation in accordance with ARTICLE V, Section 3(b)
     represent at least the minimum number of votes that would be necessary to
     take the corporate action. Nothing contained in this paragraph shall in any
     way be construed to suggest or imply that the Board of Directors or any
     stockholder shall not be entitled to contest the validity of any consent or
     revocation thereof, whether before or after such certification by the
     independent inspectors, or to take any other action (including, without
     limitation, the commencement, prosecution or defense of any litigation with
     respect thereto, and the seeking of injunctive relief in such litigation).

          Section 12. Effectiveness of Written Consent.

          Every written consent shall bear the date of signature of each
     stockholder who signs the consent and no written consent shall be effective
     to take the corporate action referred to therein unless, within 60 days of
     the date the earliest dated written consent was received in accordance with
     ARTICLE V, Section 3(b), a written consent or consents signed by a
     sufficient number of holders to take such action are delivered to the
     corporation in the manner prescribed in ARTICLE V, Section 3(b)."

               4. Article VI, Section 1 is hereby amended by replacing the first
     occurrence of the phrase "director, officer, employee or agent of the
     corporation, or" with the phrase "director or officer of the corporation,
     including when any such director or officer" in the first sentence thereof.

               5. Article VI, Section 1, is hereby further amended by replacing
     the phrase "ARTICLE IV" with the phrase "ARTICLE VI" in the first proviso
     of the first sentence thereof.

               6. Article VI, Section 1, is hereby further amended by replacing
     the last sentence thereof with the following:

               "The right to indemnification conferred in this Section shall be
     a contract right and shall include the right to be paid by the corporation
     the expenses incurred in defending any such proceeding in advance of its
     final disposition, such advances to be paid by the corporation within 20
     days after the receipt by the corporation of a statement or statements from
     the claimant requesting such advance or advances from time to time;
     provided, however, that, if the Delaware General Corporation Law requires,
     the payment



     of such expenses incurred by a director or officer in his or her capacity
     as a director or officer (and not in any other capacity in which service
     was or is rendered by such person while a director or officer, including,
     without limitation, service to an employee benefit plan) in advance of the
     final disposition of a proceeding, shall be made only upon delivery to the
     corporation of an undertaking, by or on behalf of such director or officer,
     to repay all amounts so advanced if it shall ultimately be determined that
     such director or officer is not entitled to be indemnified under this
     Section or otherwise."

          7. Article VI, Section 2, is hereby amended by replacing the word
"ninety" in the second line thereof with the word "thirty".

          8. Article VI, Section 3, is hereby amended by adding to the end
thereof the following:


     "No repeal or modification of this ARTICLE VI shall in any way diminish or
     adversely affect the rights of any director, officer, employee or agent of
     the corporation hereunder in respect of any occurrence or matter arising
     prior to any such repeal or modification."

          9. Article VI, Section 4, is hereby amended by adding to the end
thereof the following:

      "To the extent that the corporation maintains any policy or policies
providing such insurance, each such director or officer, and each such agent or
employee to which rights to indemnification have been granted as provided in
Section 7 of this ARTICLE VI, shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
thereunder for any such director, officer, employee or agent."

          10. Article VI is hereby further amended by adding the following new
Sections 5, 6, and 7:


          "Section 5. Procedures for Indemnification.

          To obtain indemnification under this ARTICLE VI, a claimant shall
submit to the corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 5, a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by independent legal counsel (as hereinafter defined), or (2) if no request is
made by the claimant for a determination by independent legal counsel, (i) by
the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
independent legal counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to the claimant, or (iii) if a quorum of
Disinterested Directors so directs,



by the stockholders of the corporation. In the event the determination of
entitlement to indemnification is to be made by independent legal counsel at the
request of the claimant, the independent legal counsel shall be selected by the
Board of Directors unless there shall have occurred within two years prior to
the date of the commencement of the action, suit or proceeding for which
indemnification is claimed a Change of Control (as hereinafter defined), in
which case the independent legal counsel shall be selected by the claimant
unless the claimant shall request that such selection be made by the Board of
Directors. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after such
determination.

          Section 6. Effect and Validity.

          If a determination shall have been made pursuant to ARTICLE VI,
Section 5 that the claimant is entitled to indemnification, the corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to ARTICLE VI, Section 2. The corporation shall be precluded from
asserting in any judicial proceeding commenced pursuant to ARTICLE VI, Section 2
that the procedures and presumptions of this ARTICLE VI are not valid, binding
and enforceable and shall stipulate in such proceeding that the corporation is
bound by all the provisions of this ARTICLE VI.

          If any provision or provisions of this ARTICLE VI shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this ARTICLE VI
(including, without limitation, each portion of any paragraph of this ARTICLE VI
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this ARTICLE VI (including, without limitation, each such portion
of any paragraph of this ARTICLE VI containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

     Section 7. Employees and Agents.


     The corporation may grant rights to indemnification, and rights to be paid
by the corporation the expenses incurred in defending any proceeding in advance
of its final disposition, to any employee or agent of the corporation, including
when any such person is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans maintained or sponsored by the corporation, to the
fullest extent of the provisions of this Article VI with respect to the
indemnification and advancement of expenses of directors and officers of the
corporation.



     Section 8. Definitions.


     For purposes of this ARTICLE VI:

     (a) "Change of Control" means (i) The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of common
stock of the corporation (the "Outstanding Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the corporation
entitled to vote generally in the election of directors (the "Outstanding Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the corporation, (ii) any acquisition by the
corporation, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the corporation or any corporation controlled
by the corporation or (iv) any acquisition pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (a) (iii) of this Section
7; or

          (ii) Individuals who, as of the date hereof, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the corporation's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as through such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors; or


          (iii) Consummation by the corporation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the corporation or the acquisition of assets of another entity (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the corporation or all or substantially all of the
corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Common Stock and Outstanding Voting
Securities, as the case may be, (B) no Person (excluding any employee benefit
plan (or related trust) of the corporation or such corporation resulting from
such Business



Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or

          (iv) Approval by the stockholders of the corporation of a complete
liquidation or dissolution of the corporation.


     (b) "Disinterested Director" means a director of the corporation who is not
and was not a party to the matter in respect of which indemnification is sought
by the claimant.

     (c) "independent legal counsel" means a law firm, a member of a law firm,
or an independent practitioner, that is experienced in matters of corporation
law and shall include any person who, under the applicable standards of
professional conduct then prevailing, would not have a conflict of interest in
representing either the corporation or the claimant in an action to determine
the claimant's rights under this ARTICLE VI."