EXHIBIT 10.4


                               MATTEL, INC.
                         PERSONAL INVESTMENT PLAN
                 FOURTH AMENDMENT TO THE 1993 RESTATEMENT




     The Mattel, Inc. Personnel Investment Plan (the "Plan") is hereby

     amended as follows:

     (1)  Effective October 16, 1995, Section 5.8 of the Plan is hereby

amended by adding an addition paragraph at the end thereof to read in

its entirety as follows:

          "An Eligible Employee who has transferred employment to the
          Company (or other Participating Company) from Fisher-Price, Inc.,
          and who has elected to transfer directly to this Plan his entire
          account balance in the Fisher-Price, Inc.  Matching Savings Plan
          in accordance with the terms of such plan, shall be permitted to
          transfer such account balance directly to this Plan.  The
          transfer must be made in cash, except that any promissory note
          evidencing an outstanding loan to such Eligible Employee from the
          Fisher-Price, Inc. Matching Savings Plan may be transferred to
          this Plan in kind.  Any transferred promissory note shall
          thereafter be repayable by the Participant to the Plan in
          accordance with its terms.  Any amounts transferred from the
          Fisher-Price, Inc. Matching Savings Plan shall not be subject to
          distribution to the Participant except as expressly provided
          under the terms of this Plan."

     (2)  Effective October 16, 1995, Article VIII of the Plan is hereby

amended by adding a new Section 8.18 at the end thereof to read in its

entirety as follows:

          "8.18.  Election for Fully Vested Employees Transferred to
          Fisher-Price, Inc.  A fully vested Participant who transfers
          employment from the Company (or other Participating Company) to
          Fisher-Price, Inc. and who is eligible to participate in the
          Fisher-Price, Inc. Matching Savings Plan may elect to transfer
          his entire vested account balance in the Plan to the Fisher-
          Price, Inc. Matching Savings Plan by filing an election form at
          the time and in the manner prescribed by the Committee.  The
          transfer must be made in cash except that any promissory note
          evidencing an outstanding loan to the Participant from the Plan
          may be transferred in kind.  Any transferred promissory note
          shall thereafter be repayable by the Participant to the Fisher-
          Price, Inc. Matching Savings Plan in accordance with its terms."



     IN WITNESS WHEREOF, Mattel, Inc. has caused this instrument to be

executed by its duly authorized officer this 16th day of October, 1995,

effective as of the dates set forth above.


                                   MATTEL, INC.



                                   BY:/s/ E. Joseph Mc Kay
                                      -----------------------------------
                                      E. JOSEPH MC KAY
                                      Sr. Vice President, Human Resources


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