EXHIBIT 10.26

                              SECOND AMENDMENT TO

               MATTEL, INC. 1997 PREMIUM PRICE STOCK OPTION PLAN

                                        

     The Mattel, Inc. 1997 Premium Price Stock Option Plan (the "Plan") is
amended as follows, effective as of February 4, 1999.


     Section 5.1 of the Plan is hereby amended to read as follows:

     5.1. NUMBER OF SHARES.  The maximum number of shares of Common Stock for
which Grants may be awarded under the Plan shall be 24,000,000, which maximum
number is divided into two separate allocations.  The first allocation comprises
a maximum number of 20,000,000 shares, which shares may be granted to any
eligible employee, as provided in Sections 6.1 and 6.2.  The second allocation
comprises a maximum number of 4,000,000 shares, which shares may be granted only
to new employees described in Section 6.3.  Any adjustments made under Sections
5.2, 5.3 or 5.4 with respect to any Grant shall operate as adjustment of the
maximum limit set forth above for the allocation from which the Grant was
originally made.
 
     IN WITNESS WHEREOF, the Company has caused this Third Amendment to the Plan
to be executed this 30th day of  March  ,  1999, effective as of February 4,
1999.



                                 MATTEL, INC.
                                 a Delaware Corporation


                                 By      /s/ Alan Kaye
                                         --------------------------------
                                         ALAN KAYE

                                 Title:  Senior Vice President, Human Resources