SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
SCHEDULE 13G
Information to Be Included in Statements Filed
Pursuant to Rules 13d-1 (b) (c) , and (d) and
amendments thereto filed pursuant to Rule 13d-
2(b) (Amendment No. )*
Mattel, Inc.
_______________________________________
NAME OF ISSUER:
$0.4125 Depositary Shares, each representing one-
twenty-fifth of a share of Series C Mandatorily
Convertible Redeemable Preferred Stock
_______________________________________
TITLE OF CLASS OF SECURITIES
577081706
_______________________________________
CUSIP NUMBER
May 14, 1998
_______________________________________________
Date of Event Which Requires Filing this Statement
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(X) Rule 13d-1c
*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 (the 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).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP No. 577081706 Page 2 of 6 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust Corporation and its wholly-owned
subsidiary BT Holdings (New York), Inc. 13-
6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust Corporation and BT Holdings (New York),
Inc. are New York Corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Corporation 700,000 shares
BT Holdings (New York), Inc. 500,000 shares
1,200,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Corporation 0 shares
BT Holdings (New York), Inc. 0 shares
0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Corporation 700,000 shares
BT Holdings(New York), Inc. 500,000 shares
1,200,000
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Corporation 0 shares
BT Holdings (New York),Inc. 0 shares
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Bankers Trust Corporation 700,000 shares
BT Holdings (New York),Inc. 500,000 shares
1,200,000
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[ ]
CUSIP No. 577081706 Page 3 of 6 Pages
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Corporation 3.62%
BT Holdings (New York),Inc. 2.59%
6.21%
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
BT Holdings (New York),Inc. - CO
Item 1(a) NAME OF ISSUER:
Mattel, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
333 Continental Boulevard
El Segundo, California 90245
Item 2(a) NAME OF PERSON FILING:
Bankers Trust Corporation and its wholly-
owned subsidiary BT Holdings (New York), Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust Corporation and BT Holdings
(New York), Inc. are New York
Corporations.
Item 2(d) TITLE OF CLASS OF SECURITIES:
$0.4125 Depositary Shares, each
representing one-twenty-fifth of a share
of Series C Mandatorily Convertible
Redeemable Preferred Stock of Mattel, Inc.
Item 2(e) CUSIP NUMBER:
577081706
CUSIP No. 577081706 Page 4 of 6 Pages
Item 3 THE PERSON FILING IS A:
For Bankers Trust Corporation
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
Bankers Trust Corporation 700,000 shares
BT Holdings (New York), Inc. 500,000 shares
1,200,000
(b) PERCENT OF CLASS:
Bankers Trust Corporation 3.62%
BT Holdings (New York),Inc. 2.59%
6.21%
(c) Number of shares as to which the following have:
(i) sole power to vote or to direct the vote -
Bankers Trust Corporation 700,000 shares
BT Holdings (New York), Inc. 500,000 shares
1,200,000
(ii) shared power to vote or to direct the vote -
Bankers Trust Corporation 0 shares
BT Holdings (New York), Inc. 0 shares
0
(iii) sole power to dispose or to direct the disposition of -
Bankers Trust Corporation 700,000 shares
BT Holdings (New York), Inc. 500,000 shares
1,200,000
CUSIP No. 577081706 Page 5 of 6 Pages
(iv) shared power to dispose or to direct the disposition of -
Bankers Trust Corporation 0 shares
BT Holdings (New York), Inc. 0 shares
0
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
See Item 3 above and Exhibit to Item 7.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 577081706 Page 6 of 6 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were not acquired and are
not held for the purpose of or with the
effect of changing or influencing the control
of the issuer of the securities and were not acquired
and are not held in connection with or as
a participant in any transaction having that
purpose or effect.
SIGNATURE:
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
Date: as of May 20, 1998
Signature: Bankers Trust Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Holdings (New York), Inc.
By: /s/ Gordon S. Calder, Jr.
Name: Gordon S. Calder, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust Corporation to
BT Holdings (New York), Inc. is shown below:
Bankers Trust Corporation
|
100%
|
BT Holdings (New York), Inc.
