UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Mattel, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
577081-10-2
(Number)
Check the following box if a fee is being paid with this statement .
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
*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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 4 pages
<PAGE>
CUSIP NO. 577081-10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEICO Corporation
52-1135801
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 5,932,100
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 5,932,100
8. SHARED DISPOSITIVE POWER
- 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,932,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.36%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 4 pages<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of 1934
Item 1. (a) Name of Issuer: Mattel, Inc.
(b) Address of Issuer's Principal 333 Continental Blvd
Executive Offices: El Segundo, CA 90245
Item 2. (a) Name of Person Filing: GEICO Corporation
(b) Address of Principal GEICO Plaza
Business Office: Washington, D.C. 20076
(c) Citizenship: Delaware
(d) Title of Class of Common Stock
Securities:
(e) CUSIP No.: 577081-10-2
Item 3. The person filing is a: Parent Holding Company
Item 4. Ownership*
(a) Amount Beneficially owned: 5,932,100 Shares
(b) Percent of Class: 3.36%
(c) Number of (i) Sole power to vote or to 5,932,100
shares as direct the vote:
to which
such person (ii) Shared power to vote or to - 0 -
has: direct the vote:
(iii) Sole power to dispose or to 5,932,100
direct the disposition of:
(IV) Shared power to dispose or to - 0 -
direct the disposition of:
* The number of shares beneficially owned and the percentage ownership
are as of December 31, 1994.
Page 3 or 4 pages
Item 5. Ownership of 5 Percent or Less of a Class: [X]
Item 6. Ownership of More than 5 Percent on Behalf of N/A
Another Person:
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company: N/A
Item 8. Identification and Classification of Members of
the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification.
By signing below I certify that, to the best
of my 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
purpose or effect.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in the statement is
true, complete and correct.
GEICO Corporation
By: /s/ Charles R. Davies
Charles R. Davies
Vice President and
General Counsel
Date:February 21, 1995 Charles R. Davies, Vice President and
General Counsel
Page 4 of 4 pages
