UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Mattel Inc. 
(Name of Issuer)

Common Stock
(Title of Class of Securities)

577081102
(CUSIP Number)


Check the following box if a fee is being paid with this 
statement ____.  (A fee is not required only if the filing 
person:  (1) has a previous statement on file reporting 
beneficial ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no 
amendment subsequent thereto reporting beneficial ownership 
of five percent or less of such class.)  (See Rule 13d-7).

* The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect 
to the subject class of securities, and for any subsequent 
amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page 
shall not be deemed to be "filed" for the purpose of Section 
18 of the Securities Exchange Act of 1934 ("Act") or 
otherwise subject to the liabilities of that section of the 
Act but shall be subject to all other provisions of the Act 
(however, see the Notes).



Cusip 577081102                              Page 2 of 8

1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Brinson Partners, Inc.
36-3664388

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

a 	
b	

3
SEC USE ONLY

4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH

5
SOLE VOTING POWER
- -0-

6
SHARED VOTING POWER
13,302,261 shares

7
SOLE DISPOSITIVE POWER
- -0-

8
SHARED DISPOSITIVE POWER
13,302,261 shares

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,302,261 shares

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%

12
TYPE OF REPORTING PERSON*

CO IA

* SEE INSTRUCTION BEFORE FILLING OUT!



Cusip 577081102                              Page 3 of 8

1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Brinson Trust Company
36-3718331

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

a	
b	

3
SEC USE ONLY

4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH

5
SOLE VOTING POWER
- -0-

6
SHARED VOTING POWER
2,670,818 shares

7
SOLE DISPOSITIVE POWER
- -0-

8
SHARED DISPOSITIVE POWER
2,670,818 shares

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,670,818 shares

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.0%

12
TYPE OF REPORTING PERSON*

BK

* SEE INSTRUCTION BEFORE FILLING OUT!



Cusip 577081102                              Page 4 of 8

1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Brinson Holdings, Inc.
36-3670610

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

a 	
b	

3
SEC USE ONLY

4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH

5
SOLE VOTING POWER
- -0-

6
SHARED VOTING POWER
13,302,261 shares

7
SOLE DISPOSITIVE POWER
- -0-

8
SHARED DISPOSITIVE POWER
13,302,261 shares

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,302,261 shares (see item 4 hereof).

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%

12
TYPE OF REPORTING PERSON*

CO HC

* SEE INSTRUCTION BEFORE FILLING OUT!



Cusip 577081102                              Page 5 of 8

1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SBC Holding (USA), Inc.
13-3506524

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

a  
b  

3
SEC USE ONLY

4
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH

5
SOLE VOTING POWER
- -0-

6
SHARED VOTING POWER
13,441,369 shares

7
SOLE DISPOSITIVE POWER
- -0-

8
SHARED DISPOSITIVE POWER
13,441,369 shares

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,441,369 shares

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%

12
TYPE OF REPORTING PERSON*

CO HC

* SEE INSTRUCTION BEFORE FILLING OUT!



Cusip 577081102                              Page 6 of 8

1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Swiss Bank Corporation
13-5424347

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

a  
b  

3
SEC USE ONLY

4
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss banking corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH

5
SOLE VOTING POWER
- -0-

6
SHARED VOTING POWER
13,441,369 shares

7
SOLE DISPOSITIVE POWER
- -0-

8
SHARED DISPOSITIVE POWER
13,441,369 shares

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,441,369 shares

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%

12
TYPE OF REPORTING PERSON*

CO HC

* SEE INSTRUCTION BEFORE FILLING OUT!



Cusip 577081102                              Page 7 of 8

Item 1(a) Name of Issuer:
Mattel Inc. (the "Company")

Item 1(b) Address of Issuer's Principal Executive Offices:
333 Continental Blvd.
El Segundo, CA  90245

Item 2(a) Name of Person Filing:
Brinson Partners, Inc.("BPI") is filing this statement on 
behalf of itself, Brinson Trust Company ("BTC"), Brinson 
Holdings, Inc. ("BHI"), SBC Holding (USA), Inc. ("SBCUSA") 
and Swiss Bank Corporation ("SBC"). BTC is a wholly-owned 
subsidiary of BPI.  BPI is a wholly-owned subsidiary of BHI.  
BHI is a wholly-owned subsidiary of SBCUSA.  SBCUSA is a 
wholly-owned subsidiary of SBC.  Exhibit I hereto contains 
the agreement of each of the parties hereto to file this 
joint disclosure statement on Schedule 13G.

Item 2(b) Address of Principal Business:
Each of BPI, BTC and BHI's principal business office is 
located at:
209 South LaSalle, Chicago, Illinois  60604-1295
SBCUSA's principal business office is located at:
222 Broadway, New York, NY  10038
SBC's principal business office is located at:
Aeschenplatz 6 CH-4002
Basel, Switzerland

Item 2(c) Citizenship:
BPI is a Delaware corporation.
BHI is a Delaware corporation.
BTC is an Illinois corporation.
SBCUSA is a Delaware corporation.
SBC is a Swiss banking corporation.

Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock")

Item 2(e) CUSIP Number:
577081102

Item 3 Type of Person Filing:
BPI is an Investment Adviser registered under section 203 of 
the Investment Advisers Act of 1940.  BTC is a bank in 
accordance with section 240.13d-1(b)(1)(ii)(B).  BHI is a 
Parent Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBCUSA is a Parent 
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBC is a Parent Holding 
Company in accordance with section 240.13d-1(b)(1)(ii)(G) of 
the Exchange Act.

Item 4 Ownership:
See Items 5-11 of the cover pages hereto.  By virtue of their 
corporate relationships described in Item 2 of this Schedule 
13G, SBC, SBCUSA, BHI and BPI may be deemed to beneficially 
own and have the power to dispose and vote or direct the 
disposition or voting of the common stock held by BTC and 
BPI.

Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable

Item 6 Ownership of More than Five Percent on Behalf of 
Another Person:
Not Applicable

Item 7 Identification and Classification of the Subsidiary 
Which Acquired the Security Being Reported on By the Parent 
Holding Company:
See item 3 above



Cusip 577081102                              Page 8 of 8

Item 8 Identification and Classification of Member of the 
Group:
Not Applicable

Item 9 Notice of Dissolution of Group:
Not Applicable

Item 10 Certification:
By signing below I certify that, to the best of my knowledge 
and belief, the securities referred to above were acquired in 
the ordinary course of business and were not acquired for the 
purpose of and do not have the effect of changing or 
influencing the control of the issuer of such securities and 
were not acquired in connection with or as a participant in 
any transaction having such purposes or effect.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct.

Date:  February 12, 1997

Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.

By:/s/ Mark F. Kemper     
Mark F. Kemper
Assistant Secretary of the above Companies


SBC Holding (USA), Inc.

By:  /s/Mario Cueni         By:/s/ Mike Daly      
Mario Cueni                 Mike Daly
Secretary                   Treasurer


Swiss Bank Corporation

By: /s/ Martin Weber         By:/s/ Mario Cueni    
Martin Weber                 Mario Cueni
Legal Adviser                Managing Director
                             Legal Adviser



EXHIBIT 1
AGREEMENT

Pursuant to Rule 13d-1(f)(1) of the Securities and Exchange 
Commission, each of the parties hereto agrees that the 
statement on Schedule 13G (including all amendments thereto) 
with respect to the Common Stock of MATTEL INC. to which 
this agreement is attached is filed by and on behalf of each 
such party and that any amendment thereto will be filed on 
behalf of each such party.

Date:  February 12, 1997

Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.

By:/s/ Mark F. Kemper     
Mark F. Kemper
Assistant Secretary of the above Companies


SBC Holding (USA), Inc.

By:  /s/Mario Cueni         By:/s/ Mike Daly      
Mario Cueni                 Mike Daly
Secretary                   Treasurer


Swiss Bank Corporation

By: /s/ Martin Weber         By:/s/ Mario Cueni    
Legal Adviser                Managing Director
                             Legal Adviser



DELEGATION OF AUTHORITY

I, Samuel W. Anderson, as Vice President and Secretary of 
Brinson Holdings, Inc., Brinson Partners, Inc., and Brinson 
Trust Company (collectively the "Companies"), hereby delegate 
to Mark F. Kemper, as Assistant Secretary to the Companies, 
all necessary power and authority to execute, on behalf of the 
Companies, the following regulatory filings which the 
Companies may from time to time be obligated to file:  
Securities and Exchange Commission Forms 13F, 13G, 13D, 3, 4, 
and 5; Department of the Treasury International Capital Form 
S, and any other forms required in connection therewith.

Effective February 15, 1993


/s/ Samuel W. Anderson         
Samuel W. Anderson
Vice President and Secretary