EXHIBIT 99.3



FOR IMMEDIATE RELEASE     CONTACT:
May 13, 1999              Mattel, Inc.
                          News Media      Investor Relations
                          Glenn Bozarth   Jessica Fisher
                          310-252-3521    310-252-2703

               MATTEL COMPLETES MERGER WITH THE LEARNING COMPANY
               -------------------------------------------------

LOS ANGELES, May 13--Mattel, Inc. (NYSE:MAT) today announced that it has
completed its merger with The Learning Company, and that The Learning Company is
now a division of Mattel.

          Under terms of the merger agreement, each share of Learning Company
common stock will be exchanged for 1.2 shares of Mattel.  Former Learning
Company shareholders will receive instructions regarding the exchange of their
stock certificates shortly.

          "This merger gives Mattel a $1 billion software division with an
unparalleled portfolio of branded content and profit margins exceeding that of
our traditional business," Jill E. Barad, Mattel's chairman and chief executive
officer, said. "With the merger completed, we're one step closer to realizing
our vision of a `Mattel.com' web destination that will bring Reader Rabbit(R),
Barbie(R), Carmen Sandiego(R), Hot Wheels(R), Matchbox(R), Family Tree Maker(R),
The Oregon Trail(R), American Girl(R), Fisher-Price(R) and our many other
proprietary brands together at one site, where we can educate and entertain
children and their families all around the world."

     Mattel, Inc. is a worldwide leader in the design, manufacture and marketing
of family products.  With headquarters in El Segundo, California, Mattel has
offices and facilities in 36 countries and sells its products in more than 150
nations throughout the world.

Note:
Forward-looking statements included in this release are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those set forth in these statements.  Such risks and uncertainties include those
matters that may be disclosed from time to time in the company's public
announcements and SEC filings.


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