Form Of Underwriting Agreement

SHELF


UNDERWRITING AGREEMENT


March __, 1997


Mattel, Inc. 333 Continental Boulevard El Segundo, California 90245-5012


Dear Sirs and Mesdames:


We (the "Representatives") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Mattel, Inc., a Delaware corporation (the "Company"), proposes to issue and sell from time to time shares (the "Common Shares") of its common stock, $1.00 par value per share ("Common Stock").


All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the document entitled "Mattel, Inc. Underwriting Agreement Standard Provisions (Common Stock)" dated March __, 1997 (the "Underwriting Agreement"), a copy of which is attached hereto. All terms and conditions of the Underwriting Agreement are herein incorporated by reference in their entirety and shall be deemed to be a part of this agreement (this "Agreement") to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control and (ii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement.


Subject to the terms and conditions set forth in the Underwriting Agreement and on the basis of the representations and warranties contained therein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective number of Common Shares set forth below opposite their names at a purchase price of $_____ per share (the "Purchase Price").


Number of
Common Shares Name ---------------- - ----


Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation
Total......
=================
3,000,000


The Underwriters will pay for the Common Shares on March __, 1997 against delivery of the Common Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on such date. The time and date of such payment and delivery are hereinafter referred to as the "Closing Date".


The Company is advised by the Representatives that the Underwriters propose to make a public offering of the respective portions of the Common Shares as soon after this Agreement has become effective, as in the Representative's judgment is advisable. The Company is further advised by the Representatives that the Common Shares are to be offered to the public initially at a price of $____ per share (the "Public Offering Price") and to certain dealers at a price that represents a concession not in excess of $______ per share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ per share, to any Underwriter or to certain other dealers.


The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 30 days after the date of the Prospectus, (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to issue or sell any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (A) the Common Shares to be sold pursuant hereto, (B) the issuance by the Company of shares of Common Stock upon the exercise of options, warrants or other rights to acquire Common Stock outstanding as of the date hereof and which are disclosed in the Prospectus or incorporated by reference therein, or (C) the issuance of Common Stock and other securities convertible into Common Stock in accordance with the provisions of the Acquisition Agreement.


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Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below.


Very truly yours,


MORGAN STANLEY & CO.
INCORPORATED
CREDIT SUISSE FIRST BOSTON
CORPORATION


Acting severally on behalf of themselves
and the several Underwriters named herein


By: MORGAN STANLEY & CO.
INCORPORATED


By:
-----------------------------
Glenn R. Robson
Principal


Accepted:


MATTEL, INC.


By:
-----------------------------
William Stavro
Senior Vice President and Treasurer


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MATTEL, INC.


UNDERWRITING AGREEMENT


STANDARD PROVISIONS
(COMMON STOCK)


March __, 1997


From time to time, Mattel, Inc., a Delaware corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of Common Stock, $1.00 par value per share ("Common Stock"), to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as this "Agreement." Terms defined in the Underwriting Agreement are used herein as therein defined.


The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-1307) for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of shares of Common Stock (the "Common Shares"), and the offering thereof from time to time in accordance with Rule 415 of the Rules and regulations of the Commission promulgated pursuant to the Securities Act. Such registration statement (and any further registration statements which may be filed by the Company for the purpose of registering additional shares of Common Stock or other securities of the Company and in connection with which this Agreement is included or incorporated by reference as an exhibit), including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act or otherwise, are referred to herein as the "Registration Statement." The Company has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Common Shares pursuant to Rule 424 under the Securities Act. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Common Shares, together with the Basic Prospectus. As used herein, the terms "Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. If the Company elects to rely on Rule 434 promulgated pursuant to the Securities Act, all references to the Prospectus shall be deemed to include, without limitation, the form of


prospectus and the term sheet, taken together, provided to the Agents by the Company in reliance on such Rule 434 (the "Rule 434 Prospectus"). Unless the context otherwise requires, all references in this Agreement to documents, financial statements and schedules and other information which is "contained," "included," "stated," "described in," or "referred to" in the Registration Statement or the Prospectus shall be deemed to mean and include all suchdocuments, financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to "amendments" or "supplements" to the Registration Statement or Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act after the date of this Agreement which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. If the Company files a registration statement to register securities and relies on Rule 462(b) promulgated pursuant to the Securities Act for such registration statement to become effective upon filing with the Commission (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to be to both the registration statement referred to above (No. 333- 1307) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act.


1. Representations and Warranties. The Company represents and warrants to each of the Underwriters that:


(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or
threatened to the Company by the Commission.


(b) (i) Each document, if any, filed or to be filed pursuant to
the Exchange Act and incorporated by reference in the Prospectus
complied or will comply when so filed in all material respects with
the Exchange Act and the applicable rules and regulations of the
Commission thereunder, (ii) each part of the Registration Statement,
when such part became effective, did not contain and each such part,
as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, (iii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all
material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iv) the Prospectus does
not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this
paragraph (b) do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use
therein.


(c) The firm of accountants that has certified the applicable
financial statements and supporting schedules of the Company and its
subsidiaries and the firm of


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accountants that has reviewed the historical financial information of
Tyco Toys, Inc., a Delaware Corporation ("Tyco") that is included in
certain pro forma financial statements (the "Tyco Historical Financial
Information") filed with the Commission as part of the Registration
Statement and the Prospectus are independent public accountants with
respect to the Company and its subsidiaries and, to the best knowledge
of the Company, after due inquiry, Tyco, as the case may be, as required
by the Securities Act and the Exchange Act. The historical and pro forma
financial statements, together with related schedules and notes, set forth
in the Prospectus and the Registration Statement comply as to form in
all material respects with the requirements of the Securities Act,
including, without limitation, Regulation S-X. Such historical financial
statements of the Company and its subsidiaries and, to the best knowledge
of the Company, after due inquiry, the Tyco Historical Financial
Information fairly present in all material respects the financial position
of the Company and its subsidiaries, on the one hand, and Tyco, on the
other hand, as of the dates indicated and the results of operations and
changes in financial position for the periods therein specified in
conformity with generally accepted accounting principles consistently
applied throughout the periods involved (except as otherwise stated
therein). Such pro forma financial statements have been prepared on a
basis consistent with the historical financial statements of the Company
and its subsidiaries and, to the best knowledge of the Company, after due
inquiry, the Tyco Historical Financial Information, except for the pro
forma adjustments specified therein, and give effect to assumptions
made on a reasonable basis and present fairly in all material respects
the historical financial position of the Company and its subsidiaries,
on the one hand, and Tyco, on the other hand, and present fairly in
all material respects the acquisition of Tyco by the Company (the
"Acquisition"), pursuant to the terms of the Agreement and Plan of
Merger, dated as of November 17, 1996, as amended as of November 22,
1996 (the "Acquisition Agreement"), by and among the Company, Truck
Acquisition Corp., a Delaware corporation, and Tyco, and which pro
forma financial statements are set forth in the Current Report on Form
8-K, as filed with the Commission on March 4, 1997 (the "Tyco
Acquisition Current Report").


(d) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.


(e) Each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws
of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus except to the extent that the failure of any such
subsidiary, singly or in the aggregate, to be so duly incorporated or
validly existing or to have such corporate power and authority, would
not have a material adverse effect on the Company and its subsidiaries
taken as a whole or on the business of the Company and its
subsidiaries taken as a whole. Each subsidiary of the Company is duly
qualified


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to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the
failure of any such subsidiary, singly or in the aggregate, to be so
qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries taken as a whole or on the
business of the Company and its subsidiaries taken as a whole.


(f) This Agreement has been duly authorized, executed and
delivered by the Company.


(g) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.


(h) All outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable.


(i) The Common Shares have been duly authorized and, when issued
and delivered in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of
such Shares will not be subject to any preemptive or similar rights.


(j) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable law or the certificate
of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any subsidiary, and no
consent, approval, authorization or order of, or qualification with,
any governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, except such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Common Shares.


(k) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement).


(l) There are no legal or governmental proceedings pending or
threatened to the Company to which the Company or any of its
subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement, the Prospectus or any
documents incorporated by reference in the Registration Statement or
the Prospectus that are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement, the Prospectus or any documents incorporated


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by reference in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not so
described or filed as required.


(m) The Company and its subsidiaries own or possess the patents,
patent rights, licenses, inventions, copyrights, know-how (including
trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service
marks and trade names presently employed by them in connection with
the business now operated by them, and neither the Company nor any of
its subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any of the
foregoing which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in any material
adverse change, or any notice of any other development with respect to
the foregoing involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries
taken as a whole, except as may be described in writing to, and
accepted for exclusion by, the Representatives.


(n) Each preliminary prospectus filed as a part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Securities Act,
complied when so filed in all material respects with the Securities
Act and the applicable rules and regulations of the Commission
thereunder.


(o) The Company is not and, after giving effect to the offering
and sale of the Common Shares and the application of the net proceeds
thereof as described in the Prospectus, will not be an "investment
company" or an entity "controlled" by an "investment company," as such
terms are defined in the Investment Company Act of 1940, as amended.


(p) The Company and its subsidiaries are (i) in compliance with
any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit,
lic ...