SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549


                                  FORM 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report:       March 21, 1995



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


         Delaware                  001-05647                        95-1567322
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(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)




333 Continental Boulevard, El Segundo, California                   90245-5012
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(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code              (310) 252-2000
                                                  ----------------------------

                                   N/A
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       (Former name or former address, if changed since last report)

 
Item 7.         Financial Statements and Exhibits
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        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                99.1   First Amendment dated as of May 17, 1994 to Credit
                       Agreement (Multi-Year Facility) dated as of March
                       18, 1994 among the Company, the Banks named therein
                       and Bank of America National Trust and Savings
                       Association, as Agent

                99.2   First Amendment dated as of May 17, 1994 to Credit
                       Agreement (364-Day Facility) dated as of March 18,
                       1994 among the Company, the Banks named therein and
                       Bank of America National Trust and Savings Association,
                       as Agent

                99.3   Second Amendment dated as of September 30, 1994 to
                       Credit Agreement (Multi-Year Facility) dated as of
                       March 18, 1994 among the Company, the Banks named
                       therein and Bank of America National Trust and Savings
                       Association, as Agent

                99.4   Second Amendment dated as of September 30, 1994 to
                       Credit Agreement (364-Day Facility) dated as of
                       March 18, 1994 among the Company, the Banks named
                       therein and Bank of America National Trust and Savings
                       Association, as Agent

                99.5   Credit Agreement dated as of March 10, 1995 among
                       the Company, the Banks named therein and Bank of
                       America National Trust and Savings Association,
                       as Agent

                99.6   Second Amended and Restated Transfer and Administration
                       Agreement dated as of March 10, 1995 among the
                       Company, Mattel Sales Corp., Fisher-Price, Inc.,
                       the Banks named therein and NationsBank of Texas,
                       N.A., as Agent

                99.7   Mattel, Inc. Supplemental Executive Retirement Plan
                       effective as of April 1, 1994

                99.8   Fisher-Price, Inc. Matching Savings Plan, 1994
                       Restatement

                99.9   Mattel, Inc. Personal Investment Plan, 1993 Restatement

                99.10  First Amendment to the Mattel, Inc. Personal Investment
                       Plan, 1993 Restatement

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


                                              MATTEL, INC.
                                              Registrant

                                              By: /s/ Leland P. Smith
                                                  -----------------------------
                                                  Leland P. Smith
        Date: March 21, 1995                      Assistant General Counsel
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