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                                        Registration No. 33-_____


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                                     

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                                     

                                  Mattel, Inc.                    
              (Exact name of issuer as specified in its charter)


            Delaware                          95-1567322      
(State or other jurisdiction            (I.R.S. Employer
of incorporation or organization)       Identification Number)


       333 Continental Boulevard
       El Segundo, California                       90245-5012
(Address of Principal Executive Offices)           (Zip Code)


               The Fisher-Price Long Term Incentive Plan of 1991
                           (Full title of the plan)

                             N. Ned Mansour, Esq.
                                 MATTEL, INC.
                           333 Continental Boulevard
                      El Segundo, California  90245-5012
                                (310) 524-3607                       
                    (Name and address of agent for service)
          Telephone number, including area code, of agent for service

























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                        CALCULATION OF REGISTRATION FEE




                                                     Proposed maximum        Proposed maximum
Title of securities to be                            offering price per      aggregate offering price
registered                   Amount to be regis-     share (3)               (3)                         Amount of registration fee
                             tered (2)
                                                                                             

Common Stock, ($1.00 Par     1,750,000               $24.9375                $43,640,625                 $15,048.49
Value) (1)

(1) This Registration Statement relates to the Common Stock of the Company that may be granted under The Fisher-Price Long Term Incentive Plan of 1991. Shares of the Company's Common Stock are accompanied by the Registrant's Preference Share Purchase Rights (the "Rights") which, until the occurrence of any of certain prescribed events, are not exercisable, are evidenced by the certificate for the Common Stock and will be transferred along with and only with the Company's Common Stock. Upon the occurrence of such prescribed events, separate Rights certificates will be issued representing one Right for each share of Common Stock held, subject to adjustment pursuant to anti-dilution provisions. (2) This figure represents the aggregate number of shares of Common Stock, as presently constituted, of the Company being registered hereby that may be granted under The Fisher-Price Long Term Incentive Plan of 1991. There are also registered an undetermined number of additional shares of Common Stock that may be issued, in accordance with the terms of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company, including a stock dividend or a stock split. (3) Estimated solely for calculating the amount of the registration fee and based on the average of the high and low prices at which shares of Common Stock of the Company were sold on March 11, 1994 (NYSE-Composite Transactions). 3 PART I INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Mattel, Inc., a Delaware corporation (the "Company"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1993, June 30, 1993 and September 30, 1993. (c) The Company's Current Reports on Form 8-K, filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), dated June 14, 1993, August 19, 1993, September 29, 1993, October 18, 1993, November 3, 1993, November 30, 1993, February 3, 1994, February 10, 1994 and February 11, 1994. (d) The description of the Company's common stock, $1.00 par value per share (the "Common Stock"), which is contained in the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 25, 1993 (Registration No. 33- 50749). (e) The Joint Proxy Statement/Prospectus of Fisher-Price, Inc. and the Company dated October 26, 1993, excluding the information contained therein under the heading "Incorporation of Documents by Reference," filed as part of the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 25, 1993 (Registration No. 33-50749). 4 In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Item 4. DESCRIPTION OF SECURITIES Inapplicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Mattel, Inc. a Delaware corporation (the "Company" or the "Registrant") has adopted provisions in its Restated Certificate of Incorporation (the "Certificate") that limit the liability of its directors. As permitted by the Delaware General Corporation Law (the "Delaware Law"), the Certification provides that directors shall not be personally liable for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law (governing unlawful payments of dividends and unlawful stock purchases and redemptions), as the same exists or hereafter may be amended or (iv) for any transaction from which the director derived an improper benefit. The Company's Certificate further provides, in effect, that, to the extent and under the circumstances permitted by Section 145 of the Delaware Law, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding of the type described below by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as director, officer, employee or agent of another corporation or enterprise. Section 145 of the Delaware Law provides that a Delaware corporation has the power to 5 indemnify its directors, officers, employees and agents in certain circumstances. Subsection (a) of Section 145 of the Delaware law empowers a corporation to indemnify any director, officer, employee or agent or former director, officer, employee or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no cause to believe his or her conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any director, officer, employee or agent or former director, employee or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director, officer, employee or agent acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director, officer, employee or agent shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action was brought shall determine that despite the adjudication of liability such director, officer, employee or agent is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director, officer, employee or agent of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed 6 exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145. The Company has entered into indemnity agreements (the "Indemnity Agreements") with each director of the Company, including directors who are also officers and employees of the Company, and certain senior officers of the Company. The Indemnity Agreements provide that the Company will pay any costs which an indemnitee actually and reasonably incurs because of claims made against him or her by reason of the fact that he or she is or was a director or officer of the Company. The payments to be made under the Indemnity Agreements include, but are not limited to, expenses of investigations, judicial or administrative proceedings or appeals, damages, judgments, fines, amounts paid in settlement, and attorneys' fees and disbursements, except the Company is not obligated to make any payment under the Indemnity Agreements which the Company is prohibited by law from paying as indemnity, or where (a) indemnification is provided to any indemnitee under an insurance policy, except for amounts in excess of insurance coverage, (b) the claim is one for which an indemnitee is otherwise indemnified by the Company, (c) final determination is rendered in a claim based upon the indemnitee obtaining a personal profit or advantage to which he or she is not legally entitled, (d) final determination is rendered on a claim for an accounting of profits made in connection with a violation of Section 16(b) of the Securities Exchange Act of 1934, or similar state or common law provisions, (e) the indemnitee was adjudged to be deliberately dishonest, or (f) (with respect to a director) liability arises out of a breach of his or her fiduciary duties set forth in clauses (i) through (iv) of the first paragraph of this item. The directors and officers of the Company and its subsidiaries are insured under certain insurance policies against claims made during the period of the policies against liabilities arising out of claims for certain acts in their capacities as directors and officers of the Company and its subsidiaries. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. 7 Item 8. EXHIBITS Exhibit No. 23.1 Consent of Independent Accountants. 24.1 Power of Attorney (included on the signature page). 99.1 The Fisher-Price Long Term Incentive Plan of 1991. Item 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remains unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 8 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or a section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on March 17, 1994. MATTEL, INC. By: /s/ Michael McCafferty Michael McCafferty Executive Vice President and Chief Financial Officer We, the undersigned directors and officers of Mattel, Inc., do hereby severally constitute and appoint John L. Vogelstein, N. Ned Mansour and Robert Normile, and each of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement on Form S-8, including specifically but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that said attorneys and agents or any one of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ John W. Amerman Chairman, Chief March 17, 1994 John W. Amerman Executive Officer and a Director (Principal Executive Officer) 10 /s/ Michael McCafferty Executive Vice President March 17, 1994 Michael McCafferty and Chief Financial Officer /s/ Gary P. Rolfes Senior Vice President March 17, 1994 Gary P. Rolfes and Controller __________________ President and Director March 17, 1994 Jill E. Barad /s/ Harold Brown Director March 17, 1994 Harold Brown /s/ James A. Eskridge President, Fisher-Price, March 17, 1994 James A. Eskridge Inc. and a Director of Mattel /s/ Tully M. Freidman Director March 17, 1994 Tully M. Friedman /s/ Ronald J. Jackson Director March 17, 1994 Ronald J. Jackson /s/ E. Robert Kinney Director March 17, 1994 E. Robert Kinney /s/ Ronald M. Loeb Director March 17, 1994 Ronald M. Loeb /s/ Edward H. Malone Director March 17, 1994 Edward H. Malone /s/ John H. Mullin III Director March 17, 1994 John H. Mullin III /s/ Edward N. Ney Director March 17, 1994 Edward N. Ney 11 /s/ William D. Rollnick Director March 17, 1994 William D. Rollnick /s/ John L. Vogelstein Director March 17, 1994 John L. Vogelstein __________________ President, Mattel March 17, 1994 Lindsey F. Williams International and a Director

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                                                       EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS


          We  hereby  consent  to  the  incorporation  by  reference  in  this
Registration  Statement on  Form  S-8  of Mattel,  Inc.  of  our report  dated
February 4,  1993, which  is included  in the  Mattel, Inc.  Annual Report  to
Shareholders for  the year ended  December 31, 1992, which  appears as Exhibit
13.0 to the Company's Annual Report  on Form 10-K for the year ended  December
31, 1992.  We also consent to  the incorporation by reference of our report on
the  Financial Statement Schedules, which appears on  page 24 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.


/s/ PRICE WATERHOUSE
    PRICE WATERHOUSE


March 17, 1994
Century City, California












































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                                 EXHIBIT 99.1

               The Fisher-Price Long Term Incentive Plan of 1991


                                   ARTICLE I
                               NAME AND PURPOSE


          1.1  Name.  The Fisher-Price Long Term Incentive Plan of 1991 (the
"Plan") is established by Fisher-Price, Inc. (the "Company").

          1.2  Purpose.  The Company has established the Plan to promote the
interests of the Company and its shareholders by providing certain directors,
officers and employees of the Company and its related affiliates with
additional incentive and the opportunity, through stock ownership, to increase
their proprietary interest in the Company and their personal interest in its
continued success and progress.


                                  ARTICLE II
                                  DEFINITIONS


          2.1  General Definitions.  The following words and phrases, when
used herein, unless otherwise specifically defined or unless the context
clearly indicates otherwise, shall have the following meanings:

               (a)  Affiliate.  Any trade or business entity, or a predecessor
          of such entity, if any, which is a member of a controlled group of
          business entities of which the Company is also a member.

               (b)  Agreement.  The document which evidences the grant of any
          Benefit under the Plan and which sets forth the Benefit and the
          terms, conditions and provisions of, and restrictions relating to,
          such Benefit.

               (c)  Benefit.  Any benefit granted to a Participant under the
          Plan.

               (d)  Board.  The Board of Directors of the Company.

               (e)  Change in Control.  Occurrence upon events described in
          Section 9.2.


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               (f)  Code.  The Internal Revenue Code of 1986, as amended, and
          including the regulations promulgated pursuant thereto.

               (g)  Committee.  The Committee described in Section 5.1.

               (h)  Common Stock.  The Company's $.01 par value common stock.

               (i)  Company.  Fisher-Price, Inc.

               (j)  Director.  Any person who is a member of the Board.

               (k)  Effective Date.  The date that the Plan is approved by the
          shareholders of the Company, which must occur within one year before
          or after approval by the Board.  Any grants of Benefits prior to the
          approval by the shareholders of the Company shall be void if such
          approval is not obtained.

               (l)  Employee.  Any person employed by the Employer as an
          employee.

               (m)  Employer.  The Company and all Affiliates.

               (n)  Exchange Act.  The Securities Exchange Act of 1934, as
          amended.

               (o)  Fair Market Value.  The average of the high and low sales
          price of Shares on the New York Stock Exchange (composite
          transactions and including when-issued trading of Common Stock) on a
          given date; or, in the absence of sales on a given date, the average
          of such high and low sales price on the last previous day on which a
          sale occurred prior to such date; or in the absence of sales on any
          such previous day, the average of such high and low sales price on
          the next following day in which a sale occurs following such date.

               (p)  ISO.  An Option that meets the requirements of Section
          422p of the Code.

               (q)  NSO.  An Option that does not qualify as an ISO.

               (r)  Non-Employee Director.  Any Director who is not also an
          Employee.

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               (s)  Option.  An option to purchase Shares granted under
          ARTICLE XIII or ARTICLE XIX of the Plan.

               (t)  Other Stock Based Award.  An award under ARTICLE XVIII
          that is valued in whole or in part by reference to, or is otherwise
          based on, Common Stock.

               (u)  Participant.  An individual who is granted a Benefit under
          the Plan.  Benefits may be granted only to Employees and Non-
          Employee Directors.

               (v)  Performance Share.  A Share awarded to a Participant under
          ARTICLE XVI of the Plan.

               (w)  Performance Units.  A Benefit awarded to a Participant
          under ARTICLE XVII of the Plan.

               (x)  Plan.  The Fisher-Price Long Term Incentive Plan of 1991
          and all amendments and supplements thereto.

               (y)  Restricted Stock.  Shares issued under ARTICLE XV of the
          Plan.

               (z)  Rule 16b-3.  Rule 16b-3 promulgated by the SEC, as
          amended, or any successor rule in effect from time to time.

               (aa) SEC.  The Securities and Exchange Commission.

               (bb) Share.  A share of Common Stock.

               (cc) Stock Appreciation Right.  A Benefit awarded to a
          Participant under ARTICLE XIV of the Plan.
        
         2.2  Other Definitions.  In addition to the above definitions,
certain words and phrases used in the Plan and any Agreement may be defined
elsewhere in the Plan or in such Agreement.


                                  ARTICLE III
                                 COMMON STOCK


          3.1  Number of Shares.  The number of Shares which may be issued or
sold or for which Options, Stock Appreciation Rights, or Performance Shares
may be granted under the Plan shall be 2,300,000 Shares, subject to the
provisions of Sections 3.2

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and 3.3 of the Plan.  Such Shares may be authorized but unissued Shares,
Shares held in the treasury, or both.

          3.2  Reusage.  If an Option or Stock Appreciation Right expires or
is terminated, surrendered, or cancelled without having been fully exercised,
if Restricted Stock or Performance Shares are forfeited, or if any other grant
results in any Shares not being issued, the Shares covered by such Option or
Stock Appreciation Right, grant of Restricted Stock, Performance Shares or
other grant, as the case may be, shall again be available for use under the
Plan.

          3.3  Adjustments.  If there is any change in the Common Stock of the
Company by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or
exchange or shares, the number of Stock Appreciation Rights and number and
class of shares available for Options and grants of Restricted Stock,
Performance Shares and Other Stock Based Awards and the number of Shares
subject to outstanding Options, Stock Appreciation Rights, grants of
Restricted Stock and Performance Shares, and Other Stock Based Awards, and the
price thereof, as applicable, shall be appropriately adjusted by the
Committee.


                                  ARTICLE IV
                                  ELIGIBILITY

          The eligibility of Employees to become Participants and the Benefits
they receive under the Plan shall be determined solely by the Committee.  In
making its determinations, the Committee shall consider past, present and
expected future contributions of Employees and Participants to the Employer. 
The eligibility of Non-Employee Directors to become Participants and the
Benefits they receive under the Plan will be determined in accordance with
ARTICLE XIX.


                                   ARTICLE V
                                ADMINISTRATION


          5.1  Committee.  The Plan shall be administered by the Committee
(also known as the Compensation Committee of the Board).  The Committee shall
consist of Non-Employee Directors, who shall not be eligible to participate in
the Plan, except as provided in ARTICLE XIX.  The members of the Committee
shall be appointed by and shall serve at the pleasure of the Board, which may
from time to time appoint members in substitution for members

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previously appointed and fill vacancies, however caused, in the Committee.

          5.2  Authority.  Subject to the terms of the Plan, the Committee
shall have complete authority to:

               (a)  determine the individuals to whom Benefits are granted,
          the type and amounts of Benefits to be granted and the time of all
          such grants;

               (b)  determine the terms, conditions and provisions of, and
          restrictions relating to, each Benefit granted;

               (c)  interpret and construe the Plan and all Agreements;

               (d)  prescribe, amend and rescind rules and regulations
          relating to the Plan;

               (e)  determine the content and form of all Agreements;

               (f)  determine all questions relating to Benefits under the
          Plan;

               (g)  maintain accounts, records and ledgers relating to
          Benefits;

               (h)  maintain records concerning its decisions and proceedings;

               (i)  employ agents, attorneys, accountants or other persons for
          such purposes as the Committee considers necessary or desirable;

               (j)  take, at anytime, any action permitted by Section 9.1
          irrespective of whether any Change in Control has occurred or is
          imminent; and

               (k)  do and perform all acts which it may deem necessary or
          appropriate for the administration of the Plan and carry out the
          purposes of the Plan.

          5.3  Determinations.  All determinations of the Committee shall be
final.

          5.4  Delegation.  Except as required by Rule 16b-3 with respect to
Benefits to individuals who are subject to Section 16

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of the Exchange Act or as otherwise required for compliance with Rule 16b-3 or
other applicable law, the Committee may delegate all or any part of its
authority under the Plan to any Employee, Employees or committee.


                                  ARTICLE VI
                                   AMENDMENT


          6.1  Power of Board.  Except as hereinafter provided, the Board
shall have the sole right and power to amend the Plan at any time and from
time to time.

          6.2  Limitation.  The Board may not amend the Plan, without approval
of the shareholders of the Company:

               (a)  in a manner which would increase the number of Shares
          which may be issued or sold or for which Options, Stock Appreciation
          Rights, or Performance Shares may be granted under the plan; or

               (b)  in a manner which would violate applicable law.


                                  ARTICLE VII
                             TERM AND TERMINATION


          7.1  Term.  The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan, including those requiring approval by the
shareholders of the Company and those limiting the period over which ISOs or
any other Benefits may be granted, shall continue in full force for a period
of 10 years from the Effective Date.

          7.2  Termination.  The Plan may be terminated at any time by the
Board.


                                 ARTICLE VIII
                    MODIFICATION OR TERMINATION OF BENEFITS


          8.1  General.  Subject to the provisions of Section 8.2, the
amendment or termination of the Plan shall not adversely affect a
Participant's right to any Benefit granted prior to such amendment or
termination.

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          8.2  Committee's Right.  Any Benefit granted may be converted,
modified, forfeited or cancelled, in whole or in part, by the Committee if and
to the extent permitted in the Plan or applicable Agreement or with the
consent of the Participant to whom such Benefit was granted.


                                  ARTICLE IX
                               CHANGE IN CONTROL


          9.1  Vesting.  Upon the occurrence of a Change in Control, all
Options, Restricted Stock, Performance Shares, Performance Units and Other
Stock Based Awards or other Benefits previously granted under the Plan, and
outstanding on the date on which the Change in Control occurs, shall become
free of any and all restrictions and be fully vested, and Options shall become
immediately exercisable, in amounts determined in accordance with the terms
and conditions otherwise set forth in the applicable Agreement.

          9.2  Change in Control.  A Change in Control shall be deemed to have
occurred if:

               (a)  any "Person," which shall mean a "person" as such term is
          used in Sections 13(d) and 14(d) of the Exchange Act (other than the
          Company, any trustee or other fiduciary holding securities under an
          employee benefit plan of the Company, or any company owned, directly
          or indirectly, by the stockholders of the Company in substantially
          the same proportions as their ownership of stock of the Company), is
          or becomes the "beneficial owner" (as defined in Rule 13d-3 under
          the Exchange Act), directly or indirectly, of securities of the
          Company representing 30% or more of the combined voting power of the
          Company's then outstanding voting securities;

               (b)  during any period of 24 consecutive months, individuals,
          who at the beginning of such period constitute the Board, and any
          new director whose election by the Board, or whose nomination for
          election by the Company's stockholders, was approved by a vote of at
          least two-thirds (2/3) of the Directors (other than in connection
          with a contested election) before the beginning of the period cease
          for any reason to constitute at least a majority thereof;


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               (c)  the stockholders of the Company approve (1) a plan of
          complete liquidation of the Company or (2) the sale or disposition
          by the Company of all or substantially all of the Company's assets
          unless the acquirer of the assets or its directors shall meet the
          conditions for a merger or consolidation in subparagraphs (d)(1) or
          (d)(2); or

               (d)  the stockholders of the Company approve a merger or
          consolidation of the Company with any other company other than:

                    (1)  such a merger or consolidation which would result in
               the voting securities of the Company outstanding immediately
               prior thereto continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity) more than 70% of the combined voting power of
               the Company's or such surviving entity's outstanding voting
               securities immediately after such merger or consolidation; or

                    (2)  such a merger or consolidation which would result in
               the Directors of the Company who were Directors immediately
               prior thereto continuing to constitute at least 50% of the
               directors of the surviving entity immediately after such merger
               or consolidation.

          In this paragraph (d), "surviving entity" shall mean only an entity
          in which all of the Company's stockholders immediately before such
          merger or consolidation become stockholders by the terms of such
          merger or consolidation, and the phrase "Directors of the Company
          who were Directors immediately prior thereto" shall include only
          individuals who were Directors of the Company at the  beginning of
          the 24 consecutive month period preceding the date of such merger or
          consolidation, or who were new Directors (other than any Director
          designated by a Person who has entered into an agreement with the
          Company to effect a transaction described in paragraph (a), (c)(2),
          (d)(1) or (d)(2) of this Section) whose election by the Board, or
          whose nomination for election by the Company's stockholders, was
          approved by a vote of at least two-thirds (2/3) of the Directors
          before the beginning of such period.


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                                   ARTICLE X
                        AGREEMENTS AND CERTAIN BENEFITS


          10.1  Grant Evidenced by Agreement.  The grant of any Benefit under
the Plan may be evidenced by an Agreement which shall describe the specific
Benefit granted and the terms and conditions of the Benefit.  The granting of
any Benefit may be subject to, and conditioned upon, the recipient's execution
of any Agreement required by the Committee.  Except as otherwise provided in
an Agreement, all capitalized terms used in the Agreement shall have the same
meaning as in the Plan, and the Agreement shall be subject to all of the terms
of the Plan.

          10.2  Provisions of Agreement.  Each Agreement shall contain such
provisions that the Committee shall determine to be necessary, desirable and
appropriate for the Benefit granted.  Each Agreement may include, but shall
not be limited to, the following with respect to any Benefit:  description of
the type of Benefit; the Benefit's duration; its transferability; if an
Option, the exercise price, the exercise period and the person or persons who
may exercise the Option; the effect upon such Benefit of the Participant's
death or termination of employment; the Benefit's conditions; when, if, and
how any Benefit may be forfeited, converted into another Benefit, modified,
exchanged for another Benefit, or replaced; and the restrictions on any Shares
purchased or granted under the Plan.

          10.3  Certain Benefits.  Any Benefit granted to an individual who is
subject to Section 16 of the Exchange Act shall not be transferable other than
by will or the laws of descent and distribution and shall be exercisable
during his lifetime only by him, his guardian or his legal representative.


                                  ARTICLE XI
                         REPLACEMENT AND TANDEM AWARDS


          11.1  Replacement.  The Committee may permit a Participant to elect
to surrender a Benefit (except for Options granted pursuant to ARTICLE XIX),
in exchange for a new Benefit.

          11.2  Tandem Awards.  Benefits may be granted by the Committee in
tandem.  However, no Benefit may be granted in tandem with an Option granted
pursuant to ARTICLE XIX whatsoever, or an ISO (except a Stock Appreciation
Right).



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                                  ARTICLE XII
                 PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING


          12.1  Payment.  Upon the exercise of an Option or in the case of any
other Benefit that requires a payment to the Company, the amount due the
Company is to be paid:

               (a)  in cash;

               (b)  by the tender to the Company of Shares owned by the
          Participant and registered in his name having a Fair Market Value
          equal to the amount due to the Company;

               (c)  in other property, rights and credits, including the
          Participant's promissory note; or

               (d)  by any combination of the payment methods specified in
          (a), (b) and (c) above.

Notwithstanding the foregoing, any method of payment other than (a) may be
used only with the consent of the Committee, or if and to the extent so
provided in the applicable Agreement.

          12.2  Dividend Equivalents.  Grants of Benefits in Shares or Share
equivalents may include dividend equivalent payments or dividend credit
rights.

          12.3  Deferral.  The right to receive any Benefit under the Plan
may, at the request of the Participant, be deferred for such period and upon
such terms as the Committee shall determine, which may include crediting of
interest on deferrals of cash and crediting of dividends on deferrals
denominated in Shares.

          12.4  Withholding.  The Company, at the time any distribution is
made under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy federal, state and local tax
withholding requirements with respect to such distribution.  Such withholding
may be in cash or in Shares.



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                                 ARTICLE XIII
                                    OPTIONS


          13.1  Types of Options.  It is intended that both ISOs and NSOs may
be granted by the Committee to Employees under this ARTICLE XIII of the Plan.

          13.2  Shares for ISOs.  The number of Shares for which ISOs may be
granted on or after the Effective Date shall not exceed 2,300,000 Shares,
subject to the overall Plan limitations, permitted reusage and adjustments
provided for in ARTICLE III.

          13.3  Grant of Options and Option Price.  Each Option granted under
this ARTICLE XIII must be granted to an Employee, and must be granted no later
than 10 years from the Effective Date.  The purchase price for Shares under
any Option shall be no less than the Fair Market Value of the Shares at the
time the Option is granted.

          13.4  Early Termination of Option.

               (a)  Termination of Employment.  All rights to exercise an
          Option granted under this ARTICLE XIII terminate 60 days following
          the Participant's employment termination for any reason other than
          his death or retirement.  Transfer from the Company to an Affiliate,
          or vice versa, or from one Affiliate to another, shall not be deemed
          termination of employment.  The Committee shall have the authority
          to determine in each case whether an authorized leave of absence or
          absence on military or government service shall be deemed a
          termination of employment for purposes of this paragraph (a).

               (b)  Death or Retirement.  If a Participate dies while an
          Employee or retires, his Option granted under this ARTICLE XIII
          shall terminate within a period not exceeding three years after his
          death or retirement (but not later than the date the Option expires
          pursuant to its terms).  The terms of Options granted under this
          ARTICLE XIII outstanding except for those Options intended to
          qualify as an ISO, may also be amended at any time by the Committee
          or the Board to extend the Option's duration period following a
          Participant's death or retirement, subject to the limitations stated
          in the preceding sentence.  In the meantime, subject to the
          limitations in the applicable Agreement, it may be exercised by the
          Participant, the

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          executors or administrators of his estate, or by his legatee or
          heirs.  "Retirement" shall mean termination of employment at age 55
          or older for reasons other than death.

          13.5  Other Requirements.  The terms of each Option which is
intended to qualify as an ISO shall meet all requirements of Section 422A of
the Code.  The terms of each NSO shall provide that such Option will not be
treated as an ISO.

          13.6  Determination by Committee.  Except as otherwise provided in
Section 13.2 through Section 13.5, and ARTICLE IX, the terms of all Options
granted under this ARTICLE XIII shall be determined by the Committee.



                                  ARTICLE XIV
                           STOCK APPRECIATION RIGHTS


          14.1  Description.  The Committee may from time to time grant Stock
Appreciation Rights.  Upon electing to receive payment of a Stock Appreciation
Right, a Participant shall receive an amount in cash, in Common Stock or in
any combination thereof, as the Committee shall determine, equal to the
amount, if any, by which the Fair Market Value of one Share on the date on
which such election is made exceeds the Fair Market Value of one Share on the
date on which the Stock Appreciation Right was  granted.

          14.2  Grant of Tandem Award.  The Committee may grant a Stock
Appreciation Right in tandem with another Benefit, in which case: the exercise
of the other Benefit shall cause a correlative reduction in Stock Appreciation
Rights standing to a Participant's credit which were granted in tandem with
the other Benefit, and the payment of a Stock Appreciation Right shall cause a
correlative reduction of the Shares under such other Benefit.

          14.3  ISO Tandem Award.  When a Stock Appreciation Right is granted
in tandem with ISO, it shall have such terms and conditions as shall be
required for the ISO with which it is granted in tandem to qualify as an ISO.

          14.4  Payment of Award.  A Stock Appreciation Right shall be paid,
to the extent payment is elected by the Participant (and is otherwise due and
payable), as soon as practicable after the date on which such election is
made.


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                                  ARTICLE XV
                               RESTRICTED STOCK


          15.1  Description.  The Committee may grant Benefits in Shares
available under ARTICLE III of the Plan as Restricted Stock.  Shares of
Restricted Stock shall be issued at the time of the grant but shall be subject
to forfeiture until provided otherwise in the applicable Agreement or the
Plan.

          15.2  Terms and Conditions of Restricted Stock Awards.  All Shares
of Restricted Stock shall be subject to the following terms and conditions,
and to such other terms and conditions as may be provided under the Agreements
described in paragraph (f) next below:

               (a)  Payment of Par Value.  The Committee, in its discretion,
          may condition any grant of Shares of Restricted Stock on payment by
          the Participant to the Company of an amount not in excess of the par
          value of such Shares.  If any such Shares are subsequently forfeited
          by the Participant, the Company shall pay an equivalent amount of
          the Participant as soon as practicable after the forfeiture.

               (b)  Restricted Period.  Shares of Restricted Stock granted to
          a Participant may not be sold, assigned, transferred, pledged or
          otherwise encumbered during a "Restricted Period" commencing on the
          date of the grant and ending on such date as the Committee may
          designate, subject to the following:

                    (i)  The Committee may, at any time and in its sole
               discretion, reduce or terminate the Restricted Period with
               respect to any outstanding Shares of Restricted Stock, any
               accrued dividends in accordance with paragraph (g) below, and
               any corresponding Cash Award pursuant to Section 15.3.

                   (ii)  The Restricted Period applicable to any Participant's
               Shares of Restricted Stock shall end as of the date on which
               the Participant's employment with the Company and its
               Affiliates is terminated by reason of the Participant's death,
               physical or mental disability (as determined by the Committee),
               or for such other reasons as the Committee may provide.


14

                  (iii)  The Committee may, at any time, and in its sole
               discretion, allow a Participant to use his Restricted Stock
               during the Restricted Period as payment of the Option price (in
               accordance with Section 12.1) for Options which he has been
               granted.  In such an event, a number of the Shares issued upon
               the exercise of the Option, equal to the number of Shares of
               Restricted Stock used as payment therefore, shall be subject to
               the same restrictions as the Restricted Stock so used, plus any
               additional restrictions that may be imposed by the Committee. 
               Such terms and conditions relating to such use of Restricted
               Stock shall be provided under the Agreements described in
               paragraph (f) of this Section.

               (c)  Transfer of Restricted Stock.  At the end of the
          Restricted Period applicable to any Shares of Restricted Stock, such
          Shares, any accrued dividends and any corresponding Cash Award, will
          be transferred free of all restrictions to the Participant (or, to
          the Participant's legal representative, beneficiary or heir).

               (d)  Forfeitures.  Subject to paragraphs 15.2(b), a Participant
          whose employment with the Company and its Affiliates is terminated
          prior to the last day of the applicable Restricted Period shall
          forfeit all shares of Restricted Stock, and any accrued dividends,
          and any corresponding Cash Award.

               (e)  Certificates Deposited With Company.  Each certificate
          issued in respect of Shares of Restricted Stock granted to a
          Participant under the Plan shall be registered in the name of the
          Participant and deposited, together with a stock power endorsed in
          blank, with the Company.  At the discretion of the Committee, any
          such certificates may be deposited in a bank designated by the
          Committee.  Each such certificate shall bear the following (or a
          similar) legend:

               "The transferability of this certificate and the shares of
               stock represented hereby are subject to the terms and
               conditions (including forfeitures) contained in The
               Fisher-Price Long Term Incentive Plan of 1990 and an
               Agreement entered into between the registered owner and
               Fisher-Price, Inc.  A

15

               copy of the Plan and Agreement is on file in the office of
               the Secretary of Fisher-Price, Inc., 636 Girard  Avenue,
               East Aurora, New York  14052."

               (f)  Restricted Stock Agreement.  The Participant shall enter
          into an Agreement with the Company in a form specified by the
          Committee and containing such additional terms and conditions, if
          any, as the Committee in its sole discretion shall determine, which
          are not inconsistent with the provisions of the Plan.

               (g)  Dividends.  Regular cash dividends payable with respect to
          Shares of Restricted Stock shall, in accordance with the terms of
          the applicable Agreement, be paid to the Participant currently or
          accrued.  If dividends are accrued, interest may be payable on such
          dividends at such rate, if any, as is established from time to time
          by the Committee.

               (h)  Substitution of Rights.  Prior to the end of the
          Restricted Period with respect to any Shares of Restricted Stock
          awarded to a Participant, the Committee may, with the consent of the
          Participant, substitute an unsecured obligation of the Company to
          pay cash or stock (on such reasonable terms and conditions as the
          Committee may, in its sole discretion, determine) in lieu of its
          obligations under this ARTICLE XV to deliver unrestricted Shares
          plus accrued dividends.

               (i)  Stockholder Rights.  Subject to the foregoing
          restrictions, each Participant shall have all the rights of a
          stockholder with respect to Shares of Restricted Stock including,
          but not limited to, the right to vote such Shares.

          15.3  Cash Awards and Restricted Stock.  The Committee, at the time
it grants Restricted Stock to a Participant or at any time thereafter may
grant a corresponding Cash Award which will entitle the Participant to receive
cash as of the date as of which the Restricted Stock is transferred to him
pursuant to paragraph 15.2(c), in an amount which is not in excess of 200
percent of the Fair Market Value of the Restricted Stock as of that date.  Any
such Cash Award shall be in addition to the Participant's rights to the Shares
of Restricted Stock and shall be subject to such additional terms and
conditions, if any, as the Committee determines which are not inconsistent
with the terms and conditions of the Plan.  The Committee may, at any

16

time, grant unrestricted Shares (in lieu of such a Cash Award and subject to
the limitations thereof) to any Participant under the Plan subject to such
terms and conditions as the Committee may determine.


                                  ARTICLE XVI
                              PERFORMANCE SHARES


          16.1  Description.  Performance Shares are the right of an
individual to whom a grant of such Shares is made to receive Shares or cash
equal to the Fair Market Value of such Shares at a future date in accordance
with the terms of such grant.  Generally, such right shall be based upon the
attainment of profit and/or performance objectives.

          16.2  Grant.  The Committee may grant an award of Performance
Shares.  The number of Performance Shares and the terms and conditions of the
grant shall be set forth in the applicable Agreement.


                                 ARTICLE XVII
                               PERFORMANCE UNITS


          17.1  Description.  Performance Units are the right of an individual
to whom a grant of such Units is made to receive cash at a future date in
accordance with the terms of such grant.  Generally, such right shall be based
upon the attainment of profit and/or performance objectives.

          17.2  Grant.  The Committee may grant an award of Performance Units. 
The number of Performance Units and the terms and conditions of the grant
shall be set forth in the applicable Agreement.


                                 ARTICLE XVIII
                  OTHER STOCK BASED AWARDS AND OTHER BENEFITS


          18.1  Other Stock Based Awards.  The Committee shall have the right
to grant Other Stock Based Awards which may include, without limitation, the
grant of Shares based on certain conditions, the payment of cash based on the
performance of the Common Stock, and the grant of securities convertible into
Shares.

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          18.2  Other Benefits.  The Committee shall have the right to provide
types of Benefits under the Plan in addition to those specifically listed, if
the Committee believes that such Benefits would further the purposes for which
the Plan was established.


                                  ARTICLE XIX
                     NON-EMPLOYEE DIRECTORS' STOCK OPTIONS


          19.1  Eligibility.  Each Non-Employee Director shall be eligible to
receive Options only in accordance with this ARTICLE XIX, and shall not be
eligible for any other Benefits under the Plan.

          19.2  Grant of Options.  Each Non-Employee Director elected at the
Shareholder meeting immediately prior to commencement of when issued trading
of Common Stock shall automatically be granted an Option for 1000 Shares, as
of the date of such meeting.  Annually thereafter, as of the date of the
Annual Meeting of the shareholders of the Company, each Non-Employee Director
who is newly elected at such meeting, or who has been newly elected since the
last such meeting, shall automatically be granted an Option for 1,000 Shares;
and each other Non-Employee Director who is continuing, or is reelected as a
Non-Employee Director, shall automatically be granted an Option for 500
Shares.

         19.3  Grant Evidenced by Agreement.  Each Option granted under this
ARTICLE XIX to a Non-Employee Director must be granted no later than 10 years
from the Effective Date, and shall be evidenced by an Agreement describing the
terms and conditions of the Option granted, including but not limited to the
following:

               (a)  The  purchase price for Shares under any Option shall be
         no less than the Fair Market Value of the Shares as of the date the
         Option is granted.

               (b)  The Option shall not be transferable by the Participant
         otherwise than by will or the laws of descent and distribution, and
         shall be exercisable during his lifetime only by him.

               (c)  The total number of Shares covered by the Option shall
         become exercisable on the first anniversary date of the grant of the
         Option.  However, no Option or any part of an Option shall be
         exercisable:


18

                    (i)  before the Participant has served one consecutive
               year as a member of the Board from the date the Option was
               granted; or

                    (ii) after the expiration of 10 years from the date the
               Option was granted.

               (d)  The Participant shall deliver a written notice of the
         Option exercise to the Company, specifying the number of shares to be
         purchased, and payment in full shall be made for the Shares being
         acquired at the time of exercise, with the amount due the company to
         be paid:

                    (i)  in cash;

                    (ii) by tendering to the Company Shares owned by the
               Participant and registered in his name having a Fair Market
               Value equal to the amount due the Company; or

                    (iii) by any combination of the payment methods specified
               in (i) and (ii) above.

               (e)  The Option exercise must be made by a Participant who has
         been at all times during the period beginning with the date the
         Option was granted and ending on the date of such exercise, a Non-
         Employee Director.  However, if a Participant shall cease to be a
         Non-Employee Director for any reason (including retirement or death)
         while holding an Option that has not expired and has not been fully
         exercised, such Participant (or in the case of his death, the
         executors, administrators, legatees, or distributees, as the case may
         be) may exercise any such Options at any time within 60 days after
         the date he ceases to be a Non-Employee Director (but in no event
         after the Option has expired under the provisions of paragraph
         (c)(ii) above).  In the event any Option is exercised by the
         executors, administrators, legatees or distributees of the estate of
         a deceased Participant, the Company shall be under no obligation to
         issue Shares thereunder unless and until the Company is satisfied
         that the person or persons exercising the Option are the duly
         appointed legal representatives of the deceased Participant's estate
         or the proper legatees or distributees thereof.

               (f)  All Options outstanding on the date on which a Change in
         Control occurs, shall become immediately

19

         exercisable, in the amounts determined in accordance with the terms
         and conditions otherwise set forth in the applicable Agreement.

               (g)  If there is any change in the Common Stock of the Company
         by reason of any stock dividend, spin-off, split-up, spin-out,
         recapitalization, merger, consolidation, reorganization, combination
         or exchange of shares, the number of Shares subject to outstanding
         Options, and the price thereof, as applicable, shall be appropriately
         adjusted.

         19.4  Plan Provisions.  To the extend not inconsistent or superseded
by the provisions of this ARTICLE XIX, all other Plan provisions and
definitions shall apply to this ARTICLE XIX, and to Options granted pursuant
hereto.

                                  ARTICLE XX
                           MISCELLANEOUS PROVISIONS


         20.1  Underscored References.  The underscored references contained
in the Plan are included only for convenience, and they shall not be construed
as a part of the Plan or in any respect affecting or modifying its provisions.

         20.2  Number and Gender.  The masculine and neuter, wherever used in
the Plan, shall refer to either the masculine, neuter or feminine; and, unless
the context otherwise requires, the singular shall include the plural and the
plural the singular.

         20.3  Governing Law.  This Plan shall be construed and administered
in accordance with the laws of the State of New York.

         20.4  Purchase for Investment.  The Committee may require each person
purchasing Shares pursuant to an Option or other award under the Plan to
represent to and agree with the Company in writing that such person is
acquiring the Shares for investment and without a view to distribution or
resale.  The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.  All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem
advisable under all applicable laws, rules and regulations, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate references to such restrictions.

20

         20.5  No Contract.  The adoption of the Plan or the granting of a
Benefit shall not confer upon any Employee or Non-Employee Director any right
to continued employee or position as a Director, nor shall it interfere in any
way with the right of the Company or its shareholders to terminate the
employment of any of its Employees, or remove any of its Directors, at any
time.

         20.6  No Effect on Other Benefits.  The receipt of Benefits under the
Plan shall have no effect on any benefits to which a Participant may be
entitled from the Employer, under another plan or otherwise, or preclude a
Participant from receiving any such benefits.




































21

         IN WITNESS WHEREOF, this Program is executed by a duly authorized
officer of the Company.

                                   FISHER-PRICE, INC.



                                   By:________________________
                                      Its Vice President

____________, 1991