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                                                                   EXHIBIT 10.24



                               AMENDMENT NO.1 TO
                    MATTEL, INC. DEFERRED COMPENSATION PLAN


     The Mattel, Inc. Deferred Compensation Plan is hereby amended, effective as
of November 4, 1999, as set forth below:

1.  Section 2.5 of the Plan is hereby amended and restated in its entirety as
follows:

     2.5  Change in Control.
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          (a)   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 (i) 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 (ii) 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 (a), the 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 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 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 acquisition by
     the Company or by Softkey as described above and shall, after such share
     acquisition 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 of Control or (E) any acquisition pursuant to a
     transaction which complies with clauses (i), (ii) and (iii) of subsection
     (c) of this Section 2.5; provided, further, however, that for purposes of
     this subsection (i), any Investing Person (as such term is defined in the
     Rights Agreement) shall be deemed not 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
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          (b)   Individuals who, as of the date hereof, constitute the Board of
     Directors (the "Incumbent Board") cease for any reason to constitute at
     least a majority of the Board of Directors; provided, however, that any
     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 through 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 of Directors;
     or

          (c)   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, (i) 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 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, (ii) 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 (iii) 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 of
     Directors, providing for such Business Combination; or

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

2.   Section 2 of the Plan is hereby amended by adding new subsections 2.28,
2.30 and 2.31, reading in their entirety as follows:

     2.28.  Rights Agreement.   The Rights Agreement, dated as of February 7,
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     1992, as amended by an amendment dated as of May 13, 1999 and an amendment
     dated as of
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     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.

     2.30.  Softkey.  Softkey Software Products Inc., an Ontario corporation.
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     2.31.  Softkey Exchangeable Shares.  The Exchangeable Shares (as such term
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     is defined in the Rights Agreement) in the capital stock of Softkey.

3.   Section 2 of the Plan is hereby amended by renumbering the current
subsections 2.28, 2.29, 2.30, 2.31, 2.32 and 2.33 as 2.29, 2.32, 2.33, 2.34,
2.35 and 2.36, respectively.


     IN WITNESS WHEREOF, Mattel, Inc. has caused this Amendment No.1 to the
Mattel, Inc. Deferred Compensation Plan to be executed, effective as of November
4, 1999.



                             MATTEL, INC.


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