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                                                                   EXHIBIT 10.48

                              AMENDMENT NO. 3 TO
             THE MATTEL, INC. 1997 PREMIUM PRICE STOCK OPTION PLAN

          The Mattel, Inc. 1997 Premium Price Stock Option Plan (the "Plan") is
hereby amended as set forth below.

1.   Section 2.2 of the Plan is hereby amended, effective as of November 4,
     1999, to read in its entirety as follows:

          2.2  "Change in Control" means the occurrence 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, however, that for purposes of
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          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
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          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 (the
          "Incumbent Board") cease for any reason to constitute at least a
          majority of the Board; provided, however, that any individual becoming
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          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

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

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2.   A new Section 2.29 is hereby added to the Plan, effective as of November 4,
     1999, reading in its entirety as follows:

          2.9  "Rights Agreement" means 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.

3.   New Sections 2.32 and 2.33 are hereby added to the Plan, effective as of
     November 4, 1999, reading in their entirety as follows:

          2.32  "Softkey" means Softkey Software Products Inc., an Ontario
          corporation.

          2.33  "Softkey Exchangeable Shares" means the Exchangeable Shares (as
          defined in the Rights Agreement) the capital stock of Softkey.

4.   Current Sections 2.29, 2.30, 2.31, 2.32, 2.33, 2.34 and 2.35 are hereby
     renumbered, effective as of November 4, 1999, as 2.30, 2.31, 2.34, 2.35,
     2.36, 2.37 and 2.38, respectively.

5.   Section 9.5.5 of the Plan is hereby amended, effective as of February 10,
     2000, to read in its entirety as follows:

          In the event of a Change in Control, an Option which has not
          previously been forfeited may be exercised for all of the shares that
          were part of the original grant as to which the Option has not
          previously been exercised, without regard to the Participant's
          duration of employment and without regard to the applicable
          performance criteria.

6.   Clause (c) of Section 11.4.4 of the Plan is hereby amended, effective as of
     February 10, 2000, to read in its entirety as follows: "The second
     anniversary of the date of the Change in Control."

7.   Section 10.1.1 of the Plan is hereby amended, as of November 4, 1999, by
     adding a new paragraph to the end thereof, reading in its entirety as
     follows:

          Notwithstanding the provisions of this Section 10.1.1 and Section 12.4
          to the contrary, in the case of a Participant who incurs a Termination
          without Cause during the 18-month period following a Change in
          Control, any 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 (a) the longer of (1) two years from such date of
          Severance or (2) such other period as may be provided in the Plan for
          such Severance or as the Grant Agreement provides, or (b) until
          expiration of the stated term of such Option, whichever period is
          shorter.

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8.   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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