Exhibit 10.14

                                    MATTEL, INC.

                                     HIGHLIGHTS
                                     ----------
                           1993 MANAGEMENT INCENTIVE PLAN
                           ------------------------------

OBJECTIVES

     -    Focus on key Mattel goals -- "growth in earnings" and "asset
            management"
     -    Recognize individual contributions, while emphasizing a team approach
     -    Link participants' compensation to Mattel's business performance

PARTICIPATION

Eligibility extends to employees with the position of manager or above, and/or
those at salary grade 26 or higher.  In addition, all participants must:

     -    Be an active employee as of September 30, 1993
     -    Be an active employee as of the date bonuses are distributed in
            March, 1994

BONUS CRITERIA

The Management Incentive Plan provides an annual cash bonus to participating
employees based on the following factors:

     -    Corporate and division financial results
     -    Position in the company
     -    Individual employee performance

FUNDING

The incentive pool is funded based upon the following measurements of business
performance:

     -    Corporate Net Income
     -    Growth in Division Operating Profit
     -    Cash Flow Return on Investment (CFROI), which is a ratio of annual
            cash flow (driven by operating profit) and net investments
            driven by accounts receivable and inventory)

The entire incentive pool is generated and funded as a percentage of corporate
net income based upon the level of corporate earnings attained.  The total pool
is then allocated between the corporation, its divisions and the Affiliates.

     -    Division and Affiliate pools receive 75% of their funding based on
            their performance and 25% based on corporate performance
     -    Corporate staff funding will be determined based on overall corporate
            results

The benchmarks for the levels of funding are:

     -    Maximum - pool is 100% funded, if corporate results exceed the
                    business plan
     -    Plan    - pool is 67% funded, if corporate results meet the business
                    plan

INDIVIDUAL INCENTIVE AWARDS

Your individual award is then determined based on the total incentive pool
generated, your division's financial results, your position in the company and
your individual performance.  The fund generated for each position (expressed
as a percentage of prorated salary) will be based on:



             POSITION              PLAN           MAXIMUM
     ------------------------    --------        ---------
                                           
     Executive VP/Sr. VP            43%             65%
     Vice President                 40%             60%
     Sr. Director/Director          33%             50%
     Sr. Manager                    20%             30%
     Manager                        10%             15%


These percentages are provided only as a benchmark.  The actual amount of your
incentive payment may vary depending on the size of the pool, which is directly
determined by corporate/division performance, and more significantly, your
individual performance.


SUMMARY

The Management Incentive Plan provides a significant benefit to both the
participants and the company's stockholders.  The more efficient and pro-active
we are as managers of Mattel's assets, the better the margins and returns on
invested capital.  Each of us contributes to these measures of success, and this
plan offers its participants the ability to achieve lucrative incentives for
truly superior company and individual performance.



     This is only a summary of the Plan.  The Compensation/Options Committee
     has the authority to interpret the Plan and to establish rules and
     regulations for administration of the Plan.  The Compensation/Options
     Committee may at any time amend, modify or terminate the Plan.  (May 1993)