EXHIBIT 99.10


                           MATTEL INC.
                    PERSONAL INVESTMENT PLAN
             FIRST AMENDMENT TO THE 1993 RESTATEMENT


          The Mattel, Inc. Personal Investment Plan (the "Plan")

is hereby amended as follows:


     (1)  Effective January 1, 1994, Section 2.16(e) of the Plan

is hereby amended to read in its entirety as follows:

               "(e) Effective for Plan Years commencing on and
          after January 1, 1994, the `Compensation' of any
          Employee taken into account under the Plan for any Plan
          Year shall not exceed $150,000 (or such adjusted amount
          as may be prescribed for such Plan Year pursuant to
          Section 401(a)(17) of the Code).  In determining the
          Compensation of a Participant for purposes of this
          limitation, the rules of Section 414(q)(6) of the Code
          shall apply, except in applying such rules, the term
          `family' shall include only the Spouse of the
          Participant and any lineal descendants of the
          Participant who have not attained age 19 before the
          close of the year.  If, as a result of the application
          of such rules the adjusted $150,000 limitation is
          exceeded, then, the limitation shall be prorated among
          the affected individuals in proportion to each such
          individual's Compensation as determined under this
          Subsection (e) prior to the application of this
          limitation."


     (2)  Effective January 1, 1993, Section 5.8 of the Plan is

hereby amended to read in its entirety as follows:

               "5.8 Participant Transfer/Rollover Contributions.
                    --------------------------------------------

               Effective as of an Eligible Employee's Employment
          Commencement Date, or such later date as may be
          determined by the Administrator, amounts, if any,
          distributed to such Eligible Employee or payable to


 
          such Eligible Employee from another plan that satisfies
          the requirements of Code Section 401(a), or held in an
          individual retirement account which is attributable
          solely to a rollover contribution within the meaning of
          Code Section 408(d)(3), may be transferred to this
          Plan, including by direct rollover from another plan
          that satisfies the requirements of Code Section 401(a),
          and credited to the Participant's Transfer/Rollover
          Account in accordance with Code Section 402 and rules
          which the Committee shall prescribe from time to time;
          provided, however, the Committee determines that the
          continued qualification of this Plan under Code Section
          401(a) or 401(k) would not be adversely affected by
          such transfer, or would cause this Plan to become a
          `transferee plan,' within the meaning of Code Section
          401(a)(11).  Any amounts transferred in accordance with
          this Section 5.8, which shall be in cash, shall not be
          subject to distribution to the Participant except as
          expressly provided under the terms of this Plan."


          IN WITNESS WHEREOF, Mattel, Inc. has caused this

instrument to be executed by its duly authorized officer this

21st day of December, 1994, effective as of the dates set forth

above.


                                   MATTEL, INC.


                                   By:  /s/ E. Joseph McKay
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