SECURITIES AND EXCHANGE COMMISSION
                                  Washington, DC 20549


                                      FORM 10-Q/A
                                   (AMENDMENT NO. 1)


                 [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934


                      For the quarterly period ended March 31, 1998
                                                     --------------

                                           OR

                 [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934



                          Commission file number   001-05647
                          ----------------------------------


                                     MATTEL, INC.
                                     ------------
                  (Exact name of registrant as specified in its charter)



Delaware                                                            95-1567322
- ------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)


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
                                                                --------------

(Former name, former address and former fiscal year,                      None
  if changed since last report)                                 --------------


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes [X]   No [_]


Number of shares outstanding of registrant's common stock as of May 8, 1998:
                Common Stock - $1 par value -- 293,515,239 shares



        The undersigned registrant hereby amends Item 6 of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998, as set forth below,
in order to correct Exhibit 12.0 "Computation of Ratio of Earnings (Loss)
to Fixed Charges and Ratio of Earnings (Loss) to Combined Fixed Charges and
Preferred Stock Dividends" for a typographical error.  Preferred stock
dividends reported in page 2 of the Exhibit for the three months ended
March 31, 1998 has been changed to $1,990 from the previously reported $1,090.



                      PART II -- OTHER INFORMATION
                      ----------------------------



Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

      (a) Exhibits
          --------
          12.0  Amended Computation of Ratio of Earnings (Loss) to
                Fixed Charges and Ratio of Earnings (Loss) to Combined
                Fixed Charges and Preferred Stock Dividends





                              SIGNATURES
                              ----------

Pursuant to the requirements of the Securities Exchange Act of 1934 as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                                  MATTEL, INC.
                                                  ------------
                                                  (Registrant)



Date:  As of May 21, 1998                         By: /s/ KEVIN M. FARR
       ------------------                             -------------------------
                                                      Kevin M. Farr
                                                      Senior Vice President and
                                                      Controller


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