EXHIBIT 99.1

                              AMENDMENT NO. 3 TO
            THE AMENDED AND RESTATED MATTEL 1996 STOCK OPTION PLAN

         The Amended and Restated Mattel 1996 Stock Option Plan (the "Plan") is
hereby amended, effective as of January 1, 2000, as set forth below.

1.   Section 8 of the Plan is hereby amended by adding a new Paragraph (e),
     reading in its entirety as follows:

          (e)  In the event the Participant incurs a Severance after the
          attainment of age fifty-five (55) and the completion of five (5) years
          of service (as determined for a Participant who is also an employee of
          the Company in accordance with the terms of the Mattel, Inc. Personal
          Investment Plan), all Non-Qualified Stock Options which were granted
          to such Participant at least six (6) months prior to such Severance,
          whether or not previously exercisable, shall become exercisable
          immediately.

2.   Section 9(b) of the Plan is hereby amended and restated to read in its
     entirety as follows:

          (b)  Except to the extent the terms of an Option permit its later
          termination, notwithstanding the provisions of Paragraph (a) above, in
          the case of a Participant who incurs a Severance after the attainment
          of age fifty-five (55) and the completion of five (5) years of service
          (as determined for a Participant who is also an employee of the
          Company in accordance with the terms of the Mattel, Inc. Personal
          Investment Plan), the Participant will be able to exercise his or her
          Non-Qualified Stock Options until the earlier of (i) five (5) years
          following Severance or (ii) the date on which the Options would
          otherwise expire.

3.   The foregoing amendments to the Plan shall apply (i) with respect to awards
     granted under the Plan on or after November 4, 1999, as of the date of
     grant, and (ii) with respect to awards previously granted under the Plan,
     effective as of January 1, 2000.


                          *                *              *


          IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to the
Plan to be executed, effective as set forth above.

                                        MATTEL, INC.


                                        By:    /s/ Alan Kaye
                                           ----------------------------
                                           Name:  Alan Kaye
                                           Title: SVP HR