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)


                  $0.4125 Depositary Shares, each representing
                 one-twenty-fifth (1/25) of a share of Series C
                  Mandatorily Convertible Redeemable Preferred
                             Stock, $0.10 par value
                 ---------------------------------------------
                         (Title of Class of Securities)




                                    577081706
                              -------------------
                                 (CUSIP Number)


*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 disclosure
provided in a prior cover page.

The information required on 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).

                         Continued on following page(s)
                               Page 1 of 11 Pages
                              Exhibit Index: Page 9







                                  SCHEDULE 13G

CUSIP No. 577081706                                           Page 2 of 11 Pages



1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               ANGELO, GORDON & CO., L.P.

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Citizenship or Place of Organization

               DELAWARE

                      5      Sole Voting Power
 Number of                          2,932,000
   Shares
Beneficially          6      Shared Voting Power
  Owned By                          0
    Each
  Reporting           7      Sole Dispositive Power
   Person                           2,932,000
    With
                      8      Shared Dispositive Power
                                    0

9       Aggregate Amount Beneficially Owned by Each Reporting Person

                                    2,932,000

10      Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]

11      Percent of Class Represented By Amount in Row (9)

                             17.5%

12      Type of Reporting Person*

               BD, IA, PN






                                  SCHEDULE 13G

CUSIP No. 577081706                                           Page 3 of 11 Pages



1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               JOHN M. ANGELO

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Citizenship or Place of Organization

               UNITED STATES

                      5      Sole Voting Power
 Number of                          0
   Shares
Beneficially          6      Shared Voting Power
  Owned By                          2,932,000
    Each
  Reporting           7      Sole Dispositive Power
   Person                           0
    With
                      8      Shared Dispositive Power
                                    2,932,000

9       Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10      Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]

11      Percent of Class Represented By Amount in Row (9)

                             0.0%

12      Type of Reporting Person*

               IN, HC





                                  SCHEDULE 13G

CUSIP No. 577081706                                           Page 4 of 11 Pages



1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               MICHAEL L. GORDON

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Citizenship or Place of Organization

               UNITED STATES

                      5      Sole Voting Power
 Number of                         0
   Shares
Beneficially          6      Shared Voting Power
  Owned By                          2,932,000
    Each
  Reporting           7      Sole Dispositive Power
   Person                           0
    With
                      8      Shared Dispositive Power
                                    2,932,000

9       Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10      Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]

11      Percent of Class Represented By Amount in Row (9)

                             0.0%

12      Type of Reporting Person*

               IN, HC







                                                                          Page 5



Item 1(a)      Name of Issuer:

               Mattel, Inc. (the "Issuer").

Item 1(b)      Address of the Issuer's Principal Executive Offices:

               333 Continental Blvd., El Segundo, CA  90245-5012.

Item 2(a)      Name of Person Filing:

               This  statement  is filed on  behalf of the  following  reporting
               persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P.
               ("Angelo,  Gordon"),  (ii) John M. Angelo, in his capacities as a
               general partner of AG Partners, L.P., the sole general partner of
               Angelo, Gordon, and the chief executive officer of Angelo, Gordon
               and (iii)  Michael  L.  Gordon,  in his  capacities  as the other
               general partner of AG Partners, L.P., the sole general partner of
               Angelo,  Gordon,  and the  chief  operating  officer  of  Angelo,
               Gordon.

Item 2(b)      Address of Principal Business Office or, if none, Residence:

     (i)       The principal business office of Angelo, Gordon is located at 245
               Park Avenue, New York, NY 10167.

     (ii)      The address of the principal business office of Mr. Angelo is 245
               Park Avenue, New York, NY 10167.

     (iii)     The address of the principal business office of Mr. Gordon is 245
               Park Avenue, New York, NY 10167.

Item 2(c)      Citizenship:

     (i)       Angelo, Gordon is a Delaware limited partnership.

     (ii)      Mr. Angelo is a citizen of the United States.

     (iii)     Mr. Gordon is a citizen of the United States.

Item 2(d)      Title of Class of Securities:

               $0.4125  Depositary  Shares,  each representing  one-twenty-fifth
               (1/25) of a share of Series C Mandatorily  Convertible Redeemable
               Preferred Stock, $0.10 par value (the "Shares").

Item 2(e)      CUSIP Number:

               577081706




                                                                          Page 6


Item 3.        If  this  statement  is  filed  pursuant  to  Rule  13d-1(b),  or
               13d-2(b), check whether the person filing is a:

     (i)       Angelo, Gordon is a broker-dealer  registered under Section 15 of
               the Act and an investment adviser registered under Section 203 of
               the Investment Advisers Act of 1940.

     (ii)      Mr. Angelo is a "parent holding company."

     (iii)     Mr. Gordon is a "parent holding company."

Item 4.        Ownership:

 (a)           Amount Beneficially Owned:

     (i)       As of March  31,  1997,  Angelo,  Gordon  may be deemed to be the
               beneficial  owner of  2,932,000  Shares as a result of voting and
               dispositive powers that it held with respect to 503,500 Shares it
               held  for its own  account  and  2,428,500  Shares  held  for the
               account of fourteen private investment funds and managed accounts
               for which it acts as general partner and/or investment adviser.

     (ii)      Mr. Angelo may be considered a beneficial  owner of the 2,932,000
               Shares deemed to be beneficially owned by Angelo, Gordon referred
               to in paragraph  (a)(i) above.  Mr. Angelo is the chief executive
               officer  of  Angelo,  Gordon  and  is a  general  partner  of  AG
               Partners, L.P., the sole general partner of Angelo, Gordon.

     (iii)     Mr. Gordon may be considered a beneficial  owner of the 2,932,000
               Shares deemed to be beneficially owned by Angelo, Gordon referred
               to in paragraph  (a)(i) above.  Mr. Gordon is the chief operating
               officer of Angelo,  Gordon and is the other general partner of AG
               Partners, L.P., the sole general partner of Angelo, Gordon.

 (b)           Percent of Class:

               The  number  of  Shares  beneficially  owned  by  Angelo,  Gordon
               constitute 17.5% of the total number of Shares outstanding.




                                                                          Page 7



 (c)           Number of shares as to which such person has:


                                      Angelo,Gordon    Mr. Angelo    Mr. Gordon
                                      -------------    ----------    ---------- 

(i)       sole power to vote or to 
          direct the vote:              2,932,000           0             0

(ii)      shared power to vote or
          to direct the vote:              0          2,932,000      2,932,000

(iii)     sole power to dispose or
          to direct the disposition of: 2,932,000           0             0

(iv)      shared power to dispose or
          to direct the disposition of:    0          2,932,000      2,932,000



Item 5.        Ownership of Five Percent or Less of a Class:

               This Item 5 is not applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person:

               The limited  partners of (or investors in) each of fourteen funds
               for  which  Angelo,   Gordon  acts  as  general   partner  and/or
               investment  adviser have the right to  participate in the receipt
               of dividends from, or proceeds from the sale of,  securities held
               by their  respective  funds in accordance  with their  respective
               limited  partnership  interests (or  investment  percentages)  in
               their respective funds.

Item 7.        Identification   and   Classification  of  the  Subsidiary  Which
               Acquired the  Security  Being  Reported On by the Parent  Holding
               Company:

               See Exhibit B.

Item 8.        Identification and Classification of Members of the Group:

               This Item 8 is not applicable.

Item 9.        Notice of Dissolution of Group:

               This Item 9 is not applicable.

Item 10.       Certification:

               By signing below each of the Reporting Persons certifies that, to
               the best of such person's  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.




                                                                          Page 8



                                   SIGNATURES

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


Dated:  April 10, 1997                  ANGELO, GORDON & CO., L.P.

                                        By:  AG Partners, L.P.
                                             General Partner

                                             By:  /S/ MICHAEL L. GORDON
                                                  -----------------------------
                                                  Name: Michael L. Gordon
                                                  Title:General Partner



Dated:  April 10, 1997                  /S/ JOHN M. ANGELO
                                        ---------------------------------------
                                        JOHN M. ANGELO


Dated:  April 10, 1997                  /S/ MICHAEL L. GORDON
                                        ---------------------------------------
                                        MICHAEL L. GORDON





                                                                          Page 9


                                    EXHIBITS


                                                                           Page
                                                                          ------

A.     Joint Filing Agreement, dated April 10, 1997, by and among
       Angelo,  Gordon & Co.,  L.P.,  Mr.  John M.  Angelo  and Mr.
       Michael L. Gordon ..................................................10

B.     Item 7 disclosure ..................................................11





                                                                         Page 10


                                    EXHIBIT A

                             JOINT FILING AGREEMENT



               The  undersigned  hereby agree that the statement on Schedule 13G
with respect to the $0.4125  Depositary  Shares of Mattel,  Inc. dated April 10,
1997 is, and any amendments  thereto signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance  with the provisions
of Rule 13d-1(f) under the Securities Exchange Act of 1934.


Dated:  April 10, 1997                  ANGELO, GORDON & CO., L.P.

                                        By:  AG Partners, L.P.
                                             General Partner

                                             By:  /S/ MICHAEL L. GORDON
                                                  -----------------------------
                                                  Name: Michael L. Gordon
                                                  Title:General Partner



Dated:  April 10, 1997                  /S/ JOHN M. ANGELO
                                        ---------------------------------------
                                        JOHN M. ANGELO


Dated:  April 10, 1997                  /S/ MICHAEL L. GORDON
                                        ---------------------------------------
                                        MICHAEL L. GORDON


                                                                         Page 11

                                    EXHIBIT B

                                     ITEM 7



          Angelo, Gordon is the relevant subsidiary for which Mr. Angelo and Mr.
Gordon may each be considered a "parent holding company."

          Angelo,  Gordon is a broker-dealer  registered under Section 15 of the
Act and an investment  adviser  registered under the Investment  Advisers Act of
1940.