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                                                                   EXHIBIT 10.19

                              AMENDMENT NO. 1 TO
           THE AMENDED AND RESTATED MATTEL LONG-TERM INCENTIVE PLAN

          The Amended and Restated Mattel Long-Term Incentive Plan (the "Plan")
is hereby amended, effective November 4, 1999, as set forth below:

1.   Section 2 of the Plan is hereby amended by adding new Sections 2.1, 2.2,
     2.12, 2.13 and 2.14, reading in their entirety as follows:

          2.1  Board.  "Board" shall mean the Board of Directors of the Company.
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          2.2  Change in Control.  "Change in Control" shall mean the occurrence
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          of any of the following:

          (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 (1) 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 (2) 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
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          purposes of this subsection (a), the following shall not constitute a
          Change in Control: (1) any acquisition directly from the Company, (2)
          any acquisition by the Company or any corporation controlled by the
          Company, (3) any acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Company or any corporation
          controlled by the Company, (4) 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
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          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 (5) any acquisition pursuant to a
          transaction which complies with clauses (1), (2) and (3) of subsection
          (c) of this Section; provided, further,
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          however, that for purposes of this subsection (a), 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

          (b)  Individuals who, as of the date hereof, constitute the Board of
          Directors of the Company (the "Incumbent Board") cease for any reason
          to constitute at least a majority of the Board; provided, however,
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          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
          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

          (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, (1) 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, (2) 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 (3) 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

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

          2.12  Rights Agreement.  "Rights Agreement" shall mean the Rights
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          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.

          2.13  Softkey.  "Softkey" shall mean Softkey Software Products Inc.,
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          an Ontario corporation.

          2.14  Softkey Exchangeable Shares.  "Softkey Exchangeable Shares"
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          shall mean  the Exchangeable Shares (as defined in the Rights
          Agreement) in the capital stock of Softkey

2.   Current Sections 2.1 through 2.9 of the Plan are hereby renumbered as
     Sections 2.3 through 2.11.

3.   Section 6.1 of the Plan is hereby amended by adding an additional sentence
     at the end thereof, reading in its entirety as follows: "Notwithstanding
     the foregoing, following a Change in Control, no amendment or termination
     of the Plan may adversely affect the rights of any Participant with respect
     to bonus opportunities for Performance Periods that began before the Change
     in Control without that Participant's written consent, including without
     limitation such rights under Article VII."

4.   The Plan is hereby amended by adding new Article VIII, reading in its
     entirety as follows:

                                 ARTICLE VIII
                               CHANGE IN CONTROL

          In the event of a Change in Control, each Participant who is employed
by the Company or its successor as of the date of such Change in Control (the
"CIC Date") shall receive (i) within 30 days after the CIC Date, any unpaid
bonus amounts to which the Participant is entitled with respect to any
Performance Period that ended on or before the CIC Date, and (ii) an interim
cash payment for each Performance Period that commenced prior to the CIC Date
that has not been completed as of the CIC Date, equal to the amount that such
Participant would have received had the target Performance Objectives been
achieved with respect to each such Performance Period.  Notwithstanding the
foregoing, in the case of a Participant who is a party to any individual
agreement under which the Participant is or may become entitled to payments with
respect to the same Performance Period(s), the Company or its successor may make
the right of such Participant to receive such interim cash payment under clause
(ii) conditional upon the execution by such Participant of a waiver of the right
to receive such payments under the individual agreement to the extent they would
duplicate such interim cash payment. Any bonus

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that thereafter becomes payable to a Participant with respect to such a
Performance Period shall be reduced, but not below zero, by the amount of such
interim payment to such Participant with respect to that Performance Period.

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          IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan
to be executed, effective as of November 4, 1999.

                                       MATTEL, INC.

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

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