BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
March 16, 1999
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Mattel Inc
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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
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 (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 8 Pages
CUSIP No. 577081706 Page 2 of 8 Pages
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bankers Trust Corporation 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 is a New York
corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER
WITH
CUSIP No. 577081706 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
CUSIP No. 577081706 Page 4 of 8 Pages
Item 1(a) NAME OF ISSUER:
Mattel Inc
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
333 Continental Blvd.
El Segundo, CA 90245
Item 2(a) NAME OF PERSON FILING:
Bankers Trust Corporation
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust Corporations principal
business offices are located in New York.
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 5 of 8 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:
(b) Percent of Class :
CUSIP No. 577081706 Page 6 of 8 Pages
(c) Number of shares as to which the following have:
(i) sole power to vote or to direct the
vote -
(ii) shared power to vote or to direct the
vote -
(iii) sole power to dispose or to direct the
disposition of -
(iv) shared power to dispose or to direct
the disposition of -
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five percent
of the class of securities, check
the following [X].
CUSIP No. 577081706 Page 7 of 8 Pages
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.
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 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired and are held 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 this statement is true, complete and correct.
Date: as of December 31, 1998
Signature: Bankers Trust Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
