EXHIBIT 10.1

                                 EXHIBIT A

                               AMENDMENT TO
                       MATTEL 1990 STOCK OPTION PLAN

   WHEREAS, Mattel, Inc. (the ''Company'') has properly adopted, effective
as of May 10, 1989, and currently maintains the Mattel 1990 Stock Option
Plan (the ''Plan'') for the purpose of promoting the long-term success of
the Company;

   WHEREAS, the Company now desires to amend the Plan to increase the
number of shares of Capital Stock that may be awarded pursuant to the Plan;
and

   WHEREAS, the Company, by action of its Board of Directors, has reserved
the right to amend the Plan pursuant to Section 11 thereof, subject in
certain instances to the approval of a majority of the Company's
shareholders.

   NOW, THEREFORE, pursuant to the authority granted to the Company, the
Plan is hereby amended as follows:


1. AMENDMENT TO SECTION 4.

   Section 4 of the Plan is hereby amended in its entirety by substituting
the following therefor:

     ''Up to 1% of the outstanding Capital Stock as determined on December
     31 of the preceding year shall be available for Awards granted wholly
     or partly in stock during each calendar year in which the Plan is in
     effect; provided, however, an additional 3,000,000 and 1,375,000
     shares of Capital Stock (collectively, the ''Additional Awards'')
     shall be available for such Awards for the years 1993 and 1994,
     respectively. From time to time, the Board of Directors and
     appropriate officers of the Company shall take whatever actions are
     necessary to file required documents with governmental authorities
     and stock exchanges to make shares of Capital Stock available for
     issuance pursuant to Awards. Capital Stock related to Awards that are
     forfeited, terminated, expire unexercised, settled in cash in lieu of
     stock or in such manner, that all or some of the Capital Stock
     covered by an Award are not issued to a Participant, or are exchanged
     for Awards that do not involve Capital Stock, shall immediately
     become available for Awards. Any Capital Stock not so used, as well
     as any unused portion of the percentage limit in any calendar year or
     of the Additional Award Shares, shall be carried forward and
     available for Awards in succeeding calendar years.''


2. EFFECTIVE DATE.

   This Amendment shall become effective upon its adoption by the
Company's Board of Directors (the ''Effective Date''), subject, however, to
the approval of a majority of the shareholders of the Company at a meeting
held to take such action at which a quorum is present in person or by proxy
and entitled to vote.


3. CONSTRUCTION OF AMENDMENT.

   All of the provisions of this Amendment shall be deemed to be and
construed as part of the Plan as of the Effective Date.


4. THE PLAN.

   Except as provided herein, the Plan shall continue in full force and
effect. Unless otherwise defined herein, defined terms used but not defined
herein shall have the meaning ascribed to them in the Plan.