MATTEL INC /DE/
8-K, 1996-07-02
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                      SECURITIES AND EXCHANGE COMMISSION
                           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:          July 2, 1996



                                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) 252-2000
                                                  ----------------------------

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

<PAGE>


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

                Mattel, Inc. hereby incorporates by reference herein its
                press release dated July 2, 1996, regarding its second
                quarter and full-year 1996 earnings, a copy of which is
                included as Exhibit 99.0 attached hereto.

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

        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                99.0  Press release dated July 2, 1996.


<PAGE>

                               SIGNATURES
                               ----------

        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.
                                              Registrant

                                              By: /s/ Robert Normile
                                                  -----------------------------
                                                  Robert Normile
                                                  Vice President, Assistant
                                                  General Counsel and Assistant
        Date: July 2, 1996                        Secretary
              ------------
<PAGE>


FOR IMMEDIATE RELEASE                            CONTACT:  Glenn Bozarth
July 2, 1996                                               Mattel, Inc.
                                                           (310) 252-3521



        MATTEL SAYS EXPECTATIONS FOR 1996 FULL-YEAR ARE UNCHANGED,
                  BUT RESULTS FOR SECOND QUARTER WILL BE
                    APPROXIMATELY THE SAME AS LAST YEAR
                    -----------------------------------


LOS ANGELES, July 2 -- Mattel, Inc. today said that sales volume and
earnings for the second quarter ended June 30 will be approximately the
same as last year, but that these results will have no impact on the
company's expectations for the year.

     "Consumer demand for our products has been excellent, with over-the-
counter movement exceeding our projections," said John W. Amerman, Mattel's
chairman and chief executive officer.  "Traditionally, we have generated
approximately two-thirds of our sales volume and three-quarters of our
profit during the second half of the year.  We therefore expect that full-
year earnings for 1996 will increase at least 15 percent versus last year."

     Mattel, Inc. is the worldwide leader in the design, manufacture and
marketing of children's toys.  Headquartered in El Segundo, California,
Mattel has offices and facilities in 36 countries and sells its products in
more than 140 nations throughout the world.


                                -###-

<PAGE>


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