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 1, 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) 524-4600
                                                  ----------------------------

                                   N/A
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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
- -------         ------------

        Mattel, Inc. hereby incorporates by reference herein its press release
        dated February 1, 1994, regarding the repurchase of $100,000,000
        aggregate principal amount of 10.69% Senior Notes due 2000 of its
        Fisher-Price, Inc. subsidiary.  A copy of such press release 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)    Press Release dated February 1, 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: February 1, 1994                     and Assistant Secretary
              -----------------



FOR IMMEDIATE RELEASE                             Contact: Glenn Bozarth
February 1, 1994                                           Mattel, Inc.
                                                          (310) 524-3521



             MATTEL PREPAYS $100 MILLION IN LONG-TERM DEBT
             ---------------------------------------------



LOS ANGELES, Feb. 1 -- Mattel, Inc. today said that the company will achieve
significant savings in interest expense, effective immediately, through the
prepayment of $100 million in high-cost debt assumed by Mattel in its merger
with Fisher-Price.  The debt, which carried an interest rate of 10.69 percent,
was prepaid from a year-end cash position of approximately $500 million.
The prepayment will result in an extraordinary after-tax charge of
$14.7 million against 1993 fourth quarter earnings, representing a prepayment
penalty and unamortized costs associated with the debt.


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