EXHIBIT 10.2


                               MATTEL, INC.
                         PERSONAL INVESTMENT PLAN
                            SECOND AMENDMENT TO
                             1993 RESTATEMENT
                        (IRS QUALIFYING AMENDMENT)


                  The Mattel, Inc. Personal Investment Plan (the "Plan") is
amended as follows, effective as of the dates set forth below:

                  1.  The second sentence in Section 5.4(b)(ii) is amended
to read in its entirety as follows:

                  An Eligible Employee's Before-Tax Contributions may be
               taken into account for purposes of determining his Actual
               Deferral Percentage for a particular Plan Year only if such
               Before-Tax Contributions relate to Compensation that either
               would have been received by the Eligible Employee in the
               Plan Year (but for the deferral election), or is
               attributable to services performed in the Plan Year and
               would have been received by the Eligible Employee within two
               and one-half (21/2) months after the close of the Plan Year
               (but for the deferral election), and such Before-Tax
               Contributions are allocated to the Eligible Employee as of a
               date within that Plan Year.

                  This amendment is effective for Plan Years beginning on
and after January 1, 1992.

                  2.  Section 16.3 is amended by the addition of a new
paragraph at the end thereof, to read in its entirety as follows:
                  In the event that the Plan's vesting schedule is amended,
               the nonforfeitable percentage of every Employee who is a
               Participant on the date the amendment is adopted, or the
               date and the amendment is effective, if later, in his
               Company Matching Account and/or Company Contributions
               Account shall be not less than his percentage computed under
               the Plan without regard to the amendment.

                  This amendment is effective for Plan Years beginning on
and after January 1, 1989.

                  IN WITNESS WHEREOF, in order to record the adoption of
this Second Amendment, Mattel, Inc. has caused this instrument to be
executed by its duly authorized officer this 23rd day of May, 1995,
effective, however as expressly provided herein.


                  MATTEL, INC.

                  By:  /s/ E. Joseph McKay
                       -------------------
                       E. JOSEPH MCKAY