Washington, D. C. 20549

                                  FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report:          March 28, 1994

                                MATTEL, INC.
           (Exact name of registrant as specified in its charter)

         Delaware                  001-05647                        95-1567322
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(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)

333 Continental Boulevard, El Segundo, California                   90245-5012
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(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code              (310) 524-2000

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       (Former name or former address, if changed since last report)

                 Information to be included in the Report

Item 5.         Other Events
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        Mattel, Inc. hereby incorporates by reference herein its press release,
        dated March 28, 1994, regarding its agreement to acquire Kransco. A copy
        of such press released is included as Exhibit 99 hereto.

Item 7.         Financial Statements and Exhibits
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        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                (99)    Press Release dated March 28, 1994.



        Pursuant to the requirements of the Securities Exchange Act of 1934,
        the registrant has duly caused this report to be signed on its behalf
        by the undersigned hereunto duly authorized.

                                              MATTEL, INC.

                                              By: /s/ Robert Normile
                                                   Robert Normile
                                                   Assistant General Counsel
        Date: As of March 28, 1994                 and Assistant Secretary


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FOR IMMEDIATE RELEASE                                   CONTACT: Glenn Bozarth 
                                                                 Mattel, Inc. 

LOS ANGELES, March 28--Mattel, Inc. and Kransco today announced that the two
companies have reached an agreement by which Mattel will acquire the San
Francisco-based toymaker. It is anticipated that the transaction, which is
subject to governmental approval, will be completed by May 31, 1994. 

    "Kransco's principal product lines include Power Wheels battery-powered,
ride-on vehicles; Hula Hoop and Frisbee products marketed under the Wham-O
trademark; and Morey Boogie boards and other water sport toys. Kransco revenues
for 1993 were approximately $175 million.
    "The Kransco businesses will provide Mattel with established brand
franchises and a strong market share position in categories of the toy industy
where we don't currently compete," John W. Amerman, Mattel's chairman and chief
executive officer, said. "We see immediate opportunity for expansion of these
businesses in the U.S., Canada and Mexico, and longer-term opportunity in other
parts of the world."
    "Mattel is the toy industry leader in the development and expansion of brand
franchises," John G. Bowes, Kransco's chairman, said. "The resources of Mattel
will provide our already strong businesses with additional growth momentum."

    Mattel, Inc., which reported annual revenues of $2.7 billion in 1993, is a
worldwide leader in the design, manufacture and marketing of children's toys.
With headquarters in El Segundo, Calif., Mattel has offices and facilities in 34
foreign countries and sells its products in more than 140 nations throughout the