SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549


                                  FORM 8-K


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


Date of Report:          February 9, 1994



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


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




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


Registrant's telephone number, including area code              (310) 524-4600
                                                  ----------------------------

                                   N/A
- ------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)



                 Information to be included in the Report
                 ----------------------------------------

Item 5.         Other Events
- -------         ------------

        Mattel, Inc. hereby incorporates by reference herein its notice of
        redemption dated February 9, 1994, regarding its redemption on March
        15, 1994 of its 8% Convertible Subordinated Debentures due 2001,
        a copy of which is included as Exhibit 99 hereto.


Item 7.         Financial Statements and Exhibits
- -------         ---------------------------------

        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                (99)    Notice of Redemption dated February 9, 1994.




                               SIGNATURE
                               ---------

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


                                                MATTEL, INC.

                                              By: /s/ Robert Normile
                                                  --------------------------
                                                   Robert Normile
                                                   Assistant General Counsel
        Date: As of February 9, 1994                 and Assistant Secretary
              -----------------------



                                                           CUSIP # 577081-AH-5*
                                                                 # 577081-AG-7*
                              NOTICE OF REDEMPTION
                                  MATTEL, INC.
                 8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001
                Issued under Indenture dated as of March 15, 1991

                        Redemption Date:  March 15, 1994
                        --------------------------------

NOTICE IS HEREBY GIVEN pursuant to Section 3.03 of Article Three of the
above-mentioned Indenture that MATTEL, INC. (the "Company") has called for
redemption on March 15, 1994 the entire outstanding principal amount of the
Company's 8% Convertible Subordinated Debentures due 2001 (the "Debentures"),
at a redemption price of 104.571% of the principal amount thereof.  Interest
in respect of the last semiannual interest period preceding redemption will be
paid on March 15, 1994 to holders of record on March 1, 1994.

Debentures called for redemption must be surrendered to the Paying Agent set
forth below together with the enclosed Letter of Transmittal & Redemption Form
duly completed to collect the redemption price.  Additional information,
including important tax information, is set forth on the reverse side of the
Letter of Transmittal & Redemption Form.

Holders may also elect to convert Debentures into Common Stock of the Company
at a conversion price of $12.83 per share by presenting such Debentures to the
Conversion Agent set forth below at any time prior to the close of business on
March 15, 1994.  As provided in the Debentures and the Indenture, and as
previously disclosed by letter to holders of the Debentures dated June 11, 1993
and in the Company's Current Report on Form 8-K dated June 14, 1993, holders
who surrender their Debentures for conversion on or subsequent to March 1, 1994
and on or prior to March 15, 1994 will be required to deliver to the
Conversion Agent (on behalf of the Company) the amount of funds which is equal
to the interest falling due on March 15, 1994.  Converting holders must also
complete the Conversion Notice on the reverse of the Debentures and satisfy the
other requirements contained in Paragraph 7 of the Debentures.


                          Paying Agent/Conversion Agent
                          -----------------------------

           Delivery By Mail                          Delivery By Hand
           ----------------                          ----------------
           Chemical Bank                             Chemical Bank
           Debt Operations Department                Corporate Teller's Window
           J.A.F. Building, P.O. Box 2862            Room 234 - North Building
           New York, New York  10116-2862            55 Water Street
                                                     New York, New York

If delivery is by mail, we suggest the use of registered insured mail. A
pre-addressed envelope has been enclosed for convenience in surrendering
Debenture Certificates.

On March 15, 1994, the principal amount of the Debentures will become due and
payable at 104.571% of the principal amount thereof, together with accrued
interest to March 15, 1994.  Unless the Company defaults in making the
redemption payment, interest on Securities called for redemption ceases to
accrue on and after March 15, 1994, and the  only remaining right of the holders
of such Debentures is to receive the redemption price upon surrender to the
Paying Agent of the Debentures redeemed.

                                      MATTEL, INC.


                                      By:  CHEMICAL BANK
DATED:  February 9, 1994                   (successor by merger to
                                            Manufacturers Hanover Trust Company)

                      ___________________________________
                             IMPORTANT INFORMATION

Under the provisions of the Internal Revenue Code, both principal and interest
payments on securities may be subject to backup withholding of 31% of such
payments to holders who have not certified their taxpayer identification
number on Form W-9.  Holders who wish to avoid backup withholding should submit
a completed and signed Form W-9 when presenting securities for payment.
Space for doing so is provided on the enclosed letter of Transmittal &
Redemption Form.

*No representation is made as to the correctness of these CUSIP numbers either
as printed on the Debentures or contained in this Notice of Redemption.