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                                                                   EXHIBIT 10.34

                               AMENDMENT NO. 3 TO
                      MATTEL, INC. 1990 STOCK OPTION PLAN


                The Mattel, Inc. 1990 Stock Option Plan (effective 5/10/95) (the
"Plan") is hereby amended as set forth below.

1.     Section 2 of the Plan is hereby amended, effective as of November 4,
       1999, by adding the following new subsections (e), (l), (m), and (n)
       reading in their entirety as follows:

                (e)  "Cause" (1) "Cause" as defined in any individual employment
                agreement between the Company or an affiliate and the
                Participant, or (2) if there is no such individual employment
                agreement or if it does not define Cause: (A) an act or acts of
                dishonesty on the Participant's part that are intended to result
                in the Participant's substantial personal enrichment at the
                expense of the Company; (B) repeated violations by the
                Participant of the Participant's obligations to the Company that
                are demonstrably willful and deliberate on the Participant's
                part and that resulted in material injury to the Company; (C)
                conduct of a criminal nature that has, or that is more likely
                than not to have a material adverse effect on the Company's
                reputation or standing in the community, or on its continuing
                relationships with its customers or those who purchase or use
                its products; or (d) fraudulent conduct in connection with the
                business or affairs of the Company, regardless of whether said
                conduct is designed to defraud the Company or others.

                (l)  "Rights Agreement" the Rights Agreement, dated as of
                February 7, 1992, as amended by an amendment dated as of May
                13, 1999 and an amendment dated as of November 4, 1999 by and
                between the Company and BankBoston N.A., a national banking
                association, formerly, The First National Bank of Boston, and
                not giving effect to any amendments subsequent to November 4,
                1999.

                (m)  "Softkey" Softkey Software Products Inc., an Ontario
                corporation.

                (n)  "Softkey Exchangeable Shares" the Exchangeable Shares
                (as such term is defined in the Rights Agreement) in the
                capital stock of Softkey.

2.     Section 2 of the Plan is hereby amended, effective as of November 4,
       1999, by renumbering the current subsections (e) through (j) as (f)
       through (k).

3.     The first sentence of Section 12 of the Plan is hereby amended,
       effective as of February 10, 2000, to read in its entirety as follows:
       "If the employment of a Participant terminates, other than pursuant to
       paragraphs (a) through (e) of this Section 12, all unexercised,
       deferred and unpaid Awards shall be cancelled 90 days after the date of
       such termination of employment, unless the Award Agreement provides
       otherwise."

4.     Paragraph (c)(ii) of Section 12 of the Plan is hereby amended,
       effective as of February 10, 2000, by adding the following additional
       sentence to the end thereof, reading in its entirety as follows:
       "Without limiting the generality of the foregoing, in such event, the
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        Participant's stock options shall remain outstanding until, and be
        cancelled upon the first anniversary of the date of the Participant's
        termination of employment because of disability, unless the Award
        Agreement provides otherwise."

5.      Section 12 of the Plan is hereby amended, effective as of November 4,
        1999, by adding new subsections (d) and (e) to the end thereof,
        reading in its entirety as follows:

                (d)  If the employment of a Participant terminates for Cause,
                all unexercised, deferred and unpaid Awards shall be immediately
                cancelled.

                (e) Additionally, except to the extent the terms of a stock
                option permit its later termination, notwithstanding the
                provisions of this Section 12 and Section 13 to the contrary, in
                the case of a Participant who incurs a termination of employment
                other than for Cause during the 18-month period following a
                Change in Control, any stock option held by such Participant may
                thereafter be exercised by the Participant, to the extent it was
                exercisable at the time of termination, or on such accelerated
                basis as the Committee may determine, for (l) the longer of (A)
                two years from the date of such termination of employment or (B)
                such other period as may be provided in the Plan for such
                termination of employment, or as the Committee may provide in
                the Award Agreement, or (2) until expiration of the stated term
                of such stock option, whichever period is shorter.

6.     Section 19 of the Plan is hereby amended, effective as of November 4,
       1999, to read in its entirety as follows:

                (a)  In the event of a Change in Control (as defined below) of
                the Company, all Awards then outstanding shall become fully
                exercisable as of the date of the Change in Control, and all
                restrictions and conditions of all Awards then outstanding
                shall be deemed satisfied as of the date of the Change in
                Control.

                (b)  "Change in Control"

                     (1) The acquisition by any individual, entity or group
                (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                Securities Exchange Act of 1934, as amended (the "Exchange
                Act")) (a "Person") of beneficial ownership (within the meaning
                of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
                of either (A) the then outstanding shares of common stock of the
                Company, including the shares of common stock of the Company
                issuable upon an exchange of Softkey Exchangeable Shares that
                are not owned by the Company or any corporation controlled by
                the Company (the "Outstanding Company Common Stock") or (B) the
                combined voting power of the then outstanding voting securities
                of the Company entitled to vote generally in the election of
                directors (the "Outstanding Company Voting Securities");
                provided, however, that for purposes of this subsection (1), the
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                following shall not constitute a Change in Control: (A) any
                acquisition directly from the Company, (B) any acquisition by
                the Company or any corporation controlled by the Company, (C)
                any acquisition by any employee benefit plan (or related trust)
                sponsored or maintained by the Company or any corporation
                controlled by the Company, (D) any acquisition by a

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                Person of 20% of either the Outstanding Company Common Stock or
                the Outstanding Company Voting Securities as a result of an
                acquisition of common stock of the Company by the Company or of
                Softkey Exchangeable Shares by Softkey which, by reducing the
                number of shares of common stock of the Company or Softkey
                Exchangeable Shares outstanding, increases the proportionate
                number of shares beneficially owned by such Person to 20% or
                more of either the Outstanding Company Common Stock or the
                Outstanding Company Voting Securities; provided, however, that
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                if a Person shall become the beneficial owner of 20% or more of
                either the Outstanding Company Common Stock or the Outstanding
                Company Voting Securities by reason of a share acquisitions by
                the Company or by Softkey as described above and shall, after
                such share acquisitions by the Company or Softkey, become the
                beneficial owner of any additional shares of common stock of the
                Company, then such acquisition shall constitute a Change in
                Control or (E) any acquisition pursuant to a transaction which
                complies with clauses (A), (B) and (C) of subsection (3) of this
                Section; provided, further, however, that for purposes of this
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                subsection (1), any Investing Person (as such term is defined in
                the Rights Agreement) shall be deemed to be a beneficial owner
                of any Investment Shares (as such term is defined in the Rights
                Agreement) and the holder of the Mattel Special Voting Preferred
                Share (as such term is defined in the Rights Agreement) shall be
                deemed not to be a beneficial owner of such Mattel Special
                Voting Preferred Share; or

                    (2)   Individuals who, as of the date hereof, constitute the
                Board (the "Incumbent Board") cease for any reason to constitute
                at least a majority of the Board; provided, however, that any
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                individual becoming a director subsequent to the date hereof
                whose election, or nomination for election by the Company's
                shareholders, was approved by a vote of at least a majority of
                the directors then comprising the Incumbent Board shall be
                considered as though such individual were a member of the
                Incumbent Board, but excluding, for this purpose, any such
                individual whose initial assumption of office occurs as a result
                of an actual or threatened election contest with respect to the
                election or removal of directors or other actual or threatened
                solicitation of proxies or consents by or on behalf of a Person
                other than the Board; or

                    (3)   Consummation by the Company of a reorganization,
                merger or consolidation or sale or other disposition of all or
                substantially all of the assets of the Company or the
                acquisition of assets of another entity (a "Business
                Combination"), in each case, unless, following such Business
                Combination, (A) all or substantially all of the individuals and
                entities who were the beneficial owners, respectively, of the
                Outstanding Company Common Stock and Outstanding Company Voting
                Securities immediately prior to such Business Combination
                beneficially own, directly or indirectly, more than 50% of,
                respectively, the then outstanding shares of common stock and
                the combined voting power of the then outstanding voting
                securities entitled to vote generally in the election of
                directors, as the case may be, of the corporation resulting from
                such Business Combination (including, without limitation, a
                corporation which as

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                a result of such transaction owns the Company or all or
                substantially all of the Company's assets either directly or
                through one or more subsidiaries) in substantially the same
                proportions as their ownership immediately prior to such
                Business Combination of the Outstanding Company Common Stock and
                Outstanding Company Voting Securities, as the case may be, (B)
                no Person (excluding any employee benefit plan (or related
                trust) of the Company or such corporation resulting from such
                Business Combination) beneficially owns, directly or indirectly,
                20% or more of, respectively, the then outstanding share of
                common stock of the corporation resulting from such Business
                Combination or the combined voting power of the then outstanding
                voting securities of such corporation except to the extent that
                such ownership existed prior to the Business Combination and (C)
                at least a majority of the members of the board of directors of
                the corporation resulting from such Business Combination were
                members of the Incumbent Board at the time of the execution of
                the initial agreement, or of the action of the Board, providing
                for such Business Combination; or

                    (4)  Approval by the shareholders of the Company of a
                complete liquidation or dissolution of the Company.

7.     The foregoing amendments to the Plan shall apply (i) with respect to
       awards granted under the Plan on or after the effective date specified
       above for such amendment, as of the date of grant, and (ii) with
       respect to awards previously granted under the Plan, effective as of
       February 10, 2000.

                                  *    *    *

                IN WITNESS WHEREOF, the Company has caused this Amendment to
the Plan to be executed, effective as set forth above.

                                       MATTEL, INC.


                                       By: /s/ Alan Kaye
                                           -------------------------------------
                                           Name:   Alan Kaye
                                           Title:  Senior Vice President Human
                                                   Resources

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