Company Name: Mattel Inc.
Public Availability Date: March 21, 2001

Document Sections:

LETTER OF INQUIRY 1
APPENDIX
APPENDIX
APPENDIX
APPENDIX
LETTER OF INQUIRY 2
LETTER OF INQUIRY 3
LETTER OF INQUIRY 4
LETTER OF INQUIRY 5
LETTER OF INQUIRY 6
LETTER OF INQUIRY 7
LETTER OF INQUIRY 8
LETTER OF INQUIRY 9
LETTER OF INQUIRY 10
APPENDIX
LETTER OF INQUIRY 11
STAFF REPLY LETTER

[LETTER OF INQUIRY 1]

January 18, 2001

Sent Via Overnight Mail/Fax (202) 942-9525

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

Re: Mattel, Inc.Stockholder Proposal of Bernard Schlossman and Naomi Schlossman

Ladies and Gentlemen:

Pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we hereby give notice on behalf of Mattel, Inc., a Delaware corporation (the "Company"), of its intention to omit from the proxy statement and form of proxy for the Company's 2001 Annual Meeting of Stockholders (together, the "Proxy Materials") the proposal submitted by Bernard Schlossman and Naomi Schlossman to the Company by facsimile on December 29, 2000 (the "Proposal"). A copy of the Proposal and accompanying cover letter, dated December 23, 2000 (the "Letter"), is attached hereto as Attachment A. The Letter states that John Chevedden (the "Proponent") is representing the Schlossmans with regard to the Proposal.

With respect to the Proposal, the Company requests the concurrence of the staff of the Division of Corporation Finance (the "Staff") that it will not recommend enforcement action if the Company omits the Proposal (including both the resolution and the supporting statement) from the Proxy Materials.

I. The Proposal

The Proposal states that: "Mattel shareholders recommend a bylaw requiring independent directors for each key board committee seat. The key board committees are: Audit, Nominating, and Compensation. Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies."

The supporting statement for the Proposal begins with a proposed definition of director independence. The supporting statement then proceeds tangentially into a discussion of institutional investors (including a reference to the web site of the Council of Institutional Investors) and then to a discussion of the alleged lack of independence of certain of the Company's directors. It then includes a statement as to CalPERS' objection during the year 2000 to four of the Company's directors. After this, the supporting statement digresses into a discussion of "serious competitive issues," which is little more than a collection of unrelated quotations from internet and magazine stories designed to reflect negatively on the Company and that are unrelated to the Proposal.

II. Reasons for Omission

We believe that we may omit the Proposal for each of the following reasons: (1) the Proponent has failed to comply with the eligibility and procedural requirements of Rule 14a-8 and therefore the Proposal may be excluded under Rule 14a-8(f); (2) the Proposal, if implemented, would violate state law and therefore the Proposal may be excluded under Rule 14a-8(i)(2); (3) the Board of Directors lacks the authority to implement the Proposal and therefore the Proposal may be excluded under Rule 14a-8(i)(6); (4) the Company has already substantially implemented the Proposal and therefore the Proposal may be excluded under Rule 14a-8(i)(10); and (5) the Proposal contains numerous misleading or inaccurate statements of material facts in violation of the proxy rules, and therefore the Proposal may be excluded under Rule 14a-8(i)(3). The reasons for our conclusions in these regards are more specifically described below.

A. The Proponent Has Failed To Comply With The Eligibility and Procedural Requirements Of Rule 14a-8.

The Company received the Proposal by facsimile on December 29, 2000. The Company determined that the Proponent had failed to comply with the eligibility and procedural requirements of Rule 14a-8 in two ways.

1. The Proponent Has Not Demonstrated Eligibility.

The Proponent has failed to meet the eligibility requirements of Rule 14a-8(b) in two respects. First, although the Schlossmans asserted that they are record owners of $2,000 in market value of the Company's stock in their Letter to the Company, the Company's transfer agent has advised the Company that the Schlossmans are not record owners of any Company stock as of the date of the Letter, as would be required for record owners under Rule 14a-8(b)(2). The Schlossmans also have failed to provide, in the alternative, any proof whatsoever that they beneficially own Mattel stock, as required by Rule 14a-8(b)(2). Second, the Schlossmans have also failed to affirm their intent to hold a satisfactory amount of Mattel stock through the date of the 2001 annual meeting, as required of beneficial owners by Rule 14a-8(b)(2), and instead only affirmed their intent to hold the stock they claim to own through the date of the 2000 annual meeting.

2. The Proposal Exceeds 500 Words.

The Proposal, including the resolution and supporting statement, is 711 words long, in violation of the 500 word limit imposed by Rule 14a-8(d).

On January 9, 2001, the Company notified the Proponent, by facsimile and overnight courier, of these eligibility and procedural deficiencies. Pursuant to Rule 14a-8(f)(1), the Proponent must send a response to the Company correcting these deficiencies, such response to be postmarked or transmitted electronically to the Company within 14 calendar days of receipt of the Company's notification, which is no later than January 23, 2001. The Company recognizes that this period for correction has not yet run. Rule 14a-8(j), however, requires the Company to file any intention to omit a shareholder proposal with the Staff not later than 80 days prior to the date the Company files the definitive copies of the proxy statement and form of proxy statement with the Staff. The Company intends to file its definitive proxy statement as early as April 9, 2001, and, therefore, must file this letter by January 18, 2001. Should the Proponent correct the eligibility and procedural deficiencies described above on a timely basis the Company will promptly notify the Staff.

B. The Proposal if Adopted Would Violate State Law

For the reasons set forth below and as also described in the opinion of the Company's Delaware counsel, Richards, Layton & Finger P.A., attached hereto as Attachment B, the Proposal, if implemented, would cause the Company to violate the Delaware General Corporation Law ("DGCL"), to which the Company is subject.

The final sentence of the resolution included with the Proposal states "Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies." As noted in Section E below, this sentence is impermissibly vague and subject to broad interpretation. However, it suggests at a minimum that an amendment, modification or repeal of the proposed bylaw would require shareholder approval.

Section 109(b) of the DGCL states that "[t]he bylaws [of a Delaware corporation] may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees" (emphasis added).

The bylaw proposed by the Proponent would be inconsistent with the Company's Certificate of Incorporation and is thus not permitted under Section 109 of the DGCL.

Article SIXTH of the Company's Certificate of Incorporation contains the following provision: "In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By Laws of the Company." Article SIXTH is expressly permitted by Section 109(a) of the DGCL, which states in pertinent part that "the power to adopt, amend or repeal by-laws shall be in the stockholders entitled to vote ...; provided, however, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal by-laws upon the directors... The fact that such power has been so conferred upon the directors ... shall not divest the stockholders ... of the power, nor limit their power to adopt, amend or repeal by-laws." Thus, by virtue of the provision in the Company's Certificate of Incorporation, both the Board of Directors and the stockholders have the power to adopt, amend or repeal bylaws.

The implementation of the Proposal would cause the Company to violate Section 109 of the DGCL by putting in place a bylaw that is inconsistent with the Company's Certificate of Incorporation. The proposed bylaw thus is not permitted under Section 109 of the DGCL. See Centaur Partners, IV v. Nat. Intergroup, Inc., 582 A.2d 923 (Del. 1990). In Centaur, the Delaware Supreme Court invalidated a bylaw that restricted board power to amend the bylaw itself. The Court found that the restriction was "inconsistent" with the grant of power in the charter to amend the bylaws, and therefore in violation of Section 109: "Because the proposed provision is clearly inconsistent with the directors' power to enlarge the board without limit, it would be a nullity if adopted." Id. at 929. See also Radiation Care, Inc., SEC No-Action Letter, 1994 WL 714997 (Dec. 22, 1994) (granting no-action relief where there was "substantial question as to whether, under Delaware law, the directors may adopt a bylaw provision that specifies that it may be amended only by shareholders"); Pennzoil Co., SEC No-Action Letter, [1993 Transfer Binder] Fed. Sec. L. Rep. (CCH) 76, 681 (Mar. 22, 1993) (same).

C. The Company Lacks the Authority to Implement the Proposal

Rule 14a-8(i)(6) provides that a proposal may be excluded if "the company would lack the power or authority to implement the proposal." The election of directors of a Delaware corporation is exclusively a province of the shareholders. The DGCL, to which the Company is subject, allows a corporation's board of directors to delegate its power and authority with regard to certain business matters to committees composed of one or more directors. Members of the "key committees" enumerated in the Proposal (Audit, Corporate Governance/Nominating, and Compensation/Options) must be members of the Board. Under the DGCL and the Company's bylaws, directors of the corporation are elected by the shareholders at their annual meeting. Thus, it is not within the power of the Company or its Board to guarantee or enforce the election of any particular person or type of person as a director at the annual meeting. See Amendments to Rules on Shareholder Proposals, 1998 SEC LEXIS 1001 at *9 n. 20 (noting that exclusion under Rule 14a-8(i)(6) "may be justified where implementing the proposal would require intervening actions by independent third parties").

The Staff recently agreed to permit a company to exclude a proposal that was virtually identical to the Proposal on the grounds that the company would lack the power or authority to implement the proposal. See Boeing Co. (Mar. 6, 2000). In Boeing, the proposal requested that "[t]he key board committees shall have independent and committed directors, recommendation. The key board committees are: Audit, Nominating, Compensation." The first section of the supporting statement in Boeing defined the standard for director independence as follows: "A director is deemed independent if his or her only non-trivial professional, financial or familial connection to the company or its CEO within the past 10 years is his or her directorship." In its decision not to pursue enforcement action, the Staff noted that it did "not appear to be within the board's power to ensure the election of individuals as director who meet the specified criteria." See also Boeing Co. (February 22, 1999), request for reconsideration denied, 1999 WL 627557 (S.E.C. Aug. 18, 1999) (allowing exclusion of a proposal that key committees be composed only of directors meeting a certain definition of independence on the ground that it did "not appear to be within the board's power to ensure the election of individuals as director who meet the specified criteria"); Ameritech Corp. (Dec. 29, 1994) (allowing exclusion of a proposal that the corporation establish a new board committee and select a chair who possessed three particular attributes, with the Staff noting that because the board could not guarantee election of an individual as director who met the specified criteria, it was not within the board's power to appoint a committee chairperson who met those criteria); American Telephone & Telegraph Co. (Dec. 13, 1985) (excluding a proposal that at least one of the company's directors be a "worker-shareholder or retired employee of AT&T" on similar grounds).

For the same reasons as set forth in the above no-action letters, the Proposal should be excluded. If the Proposal were approved, each director who failed to meet the Proponent's standards would be prohibited from serving on the Audit Committee, the Corporate Governance/Nominations Committee, and the Compensation/Options Committee, even though that director may be perfectly qualified to serve generally on the board. Thus, the Company may be faced with a situation in which it has a fully-staffed board but has no directors that would be "qualified" under the Proposal to serve on the Audit, Corporate Governance/Nominations and Compensation/Options committees.

Because the Company lacks the power to ensure that the Board would contain enough directors to fill appropriately the three key committees for which the Proposal seeks to impose additional qualifications, the Company believes that it may properly exclude the Proposal pursuant to Rule 14a-8(i)(6).

D. The Company Has Already Substantially Implemented the Proposal and therefore the Proposal may be excluded under Rule 14a-8(i)(10)

A proposal may be excluded if it will be "substantially implemented" by a company prior to the annual meeting. See Rule 14a-8(i)(10). The "substantially implemented" standard replaced the predecessor rule allowing omission of a proposal that was "moot", and reflects the Staff's interpretation of the predecessor rule that the proposal need not be "fully effected" by the company to meet the mootness test, so long as it was substantially implemented. See SEC Release No. 34-30091 (August 16, 1983).

It is well-established in Staff no-action letters that a company need not be compliant with every detail of a proposal to exclude it under Rule 14a-8(i)(10); differences between a company's action and the proposal are permitted so long as a company's actions satisfactorily address the underlying concerns of the proposal. See, e.g., Masco Corporation (Mar. 29, 1999) (permitting the company to exclude a proposal seeking the independence of directors on "substantially implemented" grounds after the company adopted a version of the proposal that included some slight modifications and a clarification as to one of the terms). Proposals have been considered substantially implemented where the companies had implemented part, but not all, of a multi-pronged proposal. See, e.g., Columbia/HCA Healthcare Corp. (Feb. 18, 1998) (permitting the company to exclude a proposal on "substantially implemented" grounds after it took steps to implement, partly or fully, three of the four actions requested by the proposal).

The Company believes that its key committees are, in practice, independent and free from conflicts of interest. None of the members of the Company's key committees is an employee of the Company or has a connection with the Company as a substantial customer or supplier of goods or services, nor is any member of a key committee an officer of a corporation of which an officer of the Company is a director.

In addition, all of the members of the Company's key committees meet the independence requirements recently promulgated by the New York Stock Exchange (the "NYSE") and sanctioned by the Securities and Exchange Commission for the audit committees of domestic listed companies. Under these requirements no members of an audit committee may have a "relationship to the company that may interfere with the exercise of their independence from management and the company." NYSE Rule 303.01(B)(2)(a). These regulations also place four additional restrictions on audit committee members:

(1) employees of the company or its affiliates may not serve on the audit committee until three years following the termination of employment;

(2) directors who serve as executive officers, partners or controlling shareholders of entities which have a business relationship with the company may serve on the audit committee only if the board determines in its business judgment that the relationship does not interfere with the director's exercise of independent judgment;

(3) directors who are executives of another company with cross compensation committee links may not serve on the audit committee; and

(4) directors who are immediate family members of an executive officer may not serve on the audit committee.

See NYSE Rule 303.01(B)(3); SEC Release No. 34-42233 (Dec. 14, 1999).

The Company notes that the resolution contained in the Proposal does not include any definition of the word "independent." It is possible that the Proponent will assert that the Company should formally adopt the definition of "independent director" used by the Council of Institutional Investors (the "CII"), which the Proponent references in his supporting statement. The Proposal itself, however, simply recommends that these committees consist solely of "independent directors." It does not require or recommend that the Company adopt the precise definition of independent director used by the CII, or any other specific definition. The Proponent's supporting statement is not part of the Proposal, and would not be considered as part of the bylaw, if adopted.

Even if the definition of "independent" in the supporting statement were incorporated into the resolution, all of the current directors on the Company's key committees meet that definition of independence.1 A number of directors hold stock in the Company, which we do not believe falls within the definition of "financial relationship" in the supporting statement's standard for director independence. In fact, the Company believes that the shareholdings of its directors in Company stock makes their interests more, and not less, aligned with those of other shareholders, a position that is supported by prominent shareholder rights advocates.

For example, the web site of the CII, which the Proponent cites for his definition of "independence," recommends that the majority of a director's compensation should be in stock, and recommends under its principles of "Board Shareholder Accountability" that "directors should own a meaningful position in company common stock, appropriate to their personal circumstances." Http://www.cii.org/corp_governance.htm (visited Jan. 13, 2001). This encouragement for director shareholdings is echoed by CalPERS, another group cited by the Proponent, in CalPERS's "U.S. Corporate Governance Principles." See http://www.calpers-governance.org/principles/domestic/us/page04.asp (visited Jan. 13, 2001) ("Director compensation [should be] a combination of cash and stock in the company. The stock component is a significant portion of the total compensation"). It is also notable that the CalPERS definition of "independent director" sets forth nine prohibitions for independent directors, none of which mention owning common stock of the company. See http://www.calpers-governance.org/principles/domestic/us/page13.asp (visited Jan. 13, 2001).

The Staff has, under similar circumstances, permitted the exclusion of a very similar proposal on Rule 14a-8(i)(10) grounds. In AMR Corp. (Apr. 17, 2000), the proposal (which was also authored by the Proponent) asked the AMR board to limit membership on the audit, nominating, and compensation committees to only directors who met the same standard of "independence" as that used in the Proposal received by the Company. AMR already had adopted bylaws that imposed independence requirements for membership on its audit committee (which was also in compliance with the NYSE rules) and that also provided that no member of its nominating/compensation committee could be an employee or officer of AMR, or fail to meet the definition of "non-employee directors" provided in Rule 16b-3(b)(3). In addition, AMR's board removed three directors from the key committees, such that afterwards, in practice and not just policy, the members of AMR's audit and compensation/nominating committees all met the standard of independence proposed by the shareholder in his supporting statement. The Staff found that, particularly in light of the company's representation that the members of the board committees identified in the proposal meet the criteria specified by the shareholder, there was a basis to believe that the shareholder proposal had already been substantially implemented. The Staff stated that it would not, therefore, recommend an enforcement action if AMR excluded the proposal on the basis of Rule 14a-8(i)(10).

The Company is aware that the Staff rejected a "substantially implemented" argument in a letter issued shortly prior to the AMR letter in General Motors Corp. (April 7, 2006) (Apr. 10, 2000). The Company believes that the General Motors letter is distinguishable from the AMR letter as well as the present situation because both AMR and the Company have represented that the directors of the key committees referenced in the shareholder resolutions do in fact meet the independence requirements stated in the respective supporting statements. Although General Motors argued that there was no difference between the definition of independence in its bylaws and the definition in the shareholder's proposal, General Motors did not represent to the Staff that the members of its key committees did in fact meet the definition set forth in the shareholder proposal, which, as discussed above, was a key factor in the Staff's decision to find some basis for the exclusion of the shareholder proposal in AMR.

The Company believes that it has substantially implemented the underlying goal of this Proposal, namely, the establishment of committees composed of independent directors whose interests are aligned with those of the shareholders, and that the Company may therefore exclude the Proposal on the basis of Rule 14a-8(i)(10).

E. The Proposal Violates the Proxy Rules

The Staff has recognized that a proposal may be excluded under Rule 14a-8(i)(3) if "the provisions of the proposal including, but not limited to, the circumstances under which its requirements would apply, are so vague and indefinite and, therefore, potentially misleading that neither shareholders voting on the proposal, nor the Company, would be able to determine with reasonable certainty exactly what action or measures would be required in the event that the proposal was adopted." McDonnell Douglas Corp. (Mar. 10, 1989). A shareholder proposal may also be omitted under Rule 14a-8(i)(3) if the proposal or supporting statement is contrary to any of the Securities and Exchange Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials. For purposes of Rule 14a-9, proxy material may be considered misleading if it "directly or indirectly impugns character, integrity or personal reputation, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation." See Note to Rule 14a-9.

The Company believes that the Proposal may be excluded pursuant to Rule 14a-8(i)(3) for the following reasons:

1. The Resolution Is Impermissibly Vague.

The resolution of the Proposal, and in particular the final sentence of the resolution, is both difficult to understand and also so vague and indefinite that shareholders voting on the proposal will not be able to determine with any reasonable certainty exactly what would be required in the event that the proposal was adopted. After recommending a by law requiring independence for members of three committees, the resolution states "Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies." In addition to the considerable syntax errors and ambiguous references that make it very difficult to comprehend this sentence, the substantive aim and scope of the sentence is unclear. It is difficult, if not impossible, to determine what precisely constitutes the "proposal topic" or the nature of a "change" that would trigger the required shareholder vote. It is guesswork for anyone to answer either of those questions, and it will not be possible for shareholders voting at the annual meeting to evaluate properly the proposal on which they are voting and express their intent. The Company believes that it is entitled, therefore, to exclude the proposal on Rule 14a-8(i)(3) grounds. See NYNEX Corp. (Jan. 12, 1990) (allowing the exclusion of a proposal that NYNEX not "interfere in government policies of foreign nations" where there is no additional description of what is meant by "interference" and "government policies"); Commonwealth Energy System (Feb. 27, 1989) (allowing the exclusion of a proposal that called upon the company to provide "stockholders who hold sufficient stock" the opportunity to nominate trustees); Hershey Foods Corp. (Dec. 27, 1988) (allowing the exclusion of a proposal that the company establish a policy against advertising on "sexually suggestive" television programs, where the Staff emphasized that "the standards under the proposal may be subject to differing interpretations").

2. The Supporting Statement Makes Numerous False, Irrelevant, and/or Unsupported Statements of Fact.

The supporting statement contains numerous assertions of fact, a great many of which are inaccurate or misleading. For ease of reference, the Company's discussion of this inaccuracy follows the order of the statements made in the supporting statement.

Standard for Director Independence. The first paragraph of the supporting statement includes a definition of "independence" that is purportedly from the "Council of Institutional Investors Shareholder Bill of Rights." The web site of the CII referenced in the Proposal, however, does not have any "Shareholder Bill of Rights." Although there is a suggested definition of "independence" under the "Policies of the Council of Institutional Investors," that discussion does not include the "within the past ten years" qualifier included in the Proposal.

False Statement Regarding Ronald M. Loeb. Point three under "Note the lack of independence by Mattel directors:" seems to characterize one of the Company's directors, Ronald M. Loeb, as "[a]n attorney at a law firm used by Mattel." Such a characterization would be false. Although Mr. Loeb was once a partner with Irell & Manella LLP, which provides legal services to the Company, Mr. Loeb has not been employed by Irell & Manella LLP since 1999, and is not currently an attorney at any other law firm that provides services to the Company. This statement should be revised to read that the Company's board includes a director who was employed through 1999 as an attorney with a law firm that provides legal services to the Company.

False Statement Regarding Tully M. Friedman. Point four under "Note the lack of independence by Mattel directors:" states that one of Mattel's directors, Tully M. Friedman, has a $1 million loan from Mattel. This is also false. As disclosed in the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders, on October 29, 1999, the Company loaned $1 million to Neil Friedman, who is President of Fisher-Price Brands. The Company has not made a $1 million loan to its director Tully M. Friedman. There is no familial relationship between Neil Friedman and Tully M. Friedman.

Unsupported Characterization of the Company's Board. The Proposal characterizes the Company's board disparagingly as a "lap dog board" without providing the significant evidence needed to support a scurrilous accusation. See, e.g., Chemed Corporation (November 16, 1998) (excluding an assertion to an officer ran the company "like a personal fiefdom"), Broadway Financial Corporation (March 6, 1991) (excluding a paragraph of a supporting statement because it "impugn[ed] the integrity of management without factual foundation"). In particular, the assertions that follow the characterization, even if they were accurate, are neither supportive of the contention that the Company's board is the pawn of any director or officer nor are they relevant in any other respect to the Proposal's resolution.

Inaccurate Description of The Learning Company Investment. The collection of facts and assertions presented in the Proposal's "lap dog board" discussion contains numerous deficiencies. There is no factual support for the supporting statement's assertion that the Company's stock "lost more than $6 billion in value" as a result of The Learning Company acquisition. The discussion also is not internally consistent, as it refers to the acquisition of The Learning Company for $3.5 billion, then later refers to "the $3.8 billion Learning Company debacle" and an alleged loss of $6 billion in the value of the Company's stock.

In this case, the Company believes the defects in the supporting statement are so pervasive that Rule 14a-8(i)(3) justifies omission of the Proposal. However, if the Proposal cannot be omitted, the Company believes, at a minimum, that it should be amended to correct the deficiencies described above.

We note that the Schlossmans' representative in submitting the Proposal is the Proponent, who, judging from the Proposal's distinctive style, appears to be its author. The Proponent has prepared many proposals that have been submitted to a number of companies in recent years, and the Staff has frequently ordered him to correct misleading statements in these proposals. See, e.g., General Motors Corporation (Apr. 10, 2000); Honeywell International, Inc. (Mar. 2, 2000); Electronic Data Systems Corporation (Mar. 11, 1999); Raytheon Company (Mar. 9, 1999); Boeing Co. (Feb. 23, 1999); PACCAR Inc. (Feb. 22, 1999); TRW Inc. (Feb. 11, 1999). Checking the numerous assertions of fact and paraphrasing of various news sources in his proposals is a considerable burden and expense for companies. This was particularly true for this Proposal, because it is over 40% longer in word length than the maximum permitted levela clear error in submission of which a seasoned shareholder activist like the Proponent should have been aware (and that can be discerned with a mere glance at the proposal). The Company believes that the Proponent's patent disregard for the rules and repeated failure to be reasonably diligent in the preparation of his proposals, which creates expenditures of time and money for both registrants and the Staff, further justifies the omission of the Proposal in its entirety.

III. Conclusion

For the reasons provided herein, the Company requests the concurrence of the Staff that it will not recommend enforcement action if the Company omits the Proposal (including both the resolution and the supporting statement) from its Proxy Materials. Alternatively, if the entire Proposal may not be omitted, the Company requests the concurrence of the Staff that the Proponent should be required to correct the deficiencies in the Proposal.

By copy of this letter, the Company notifies the Proponent and Mr. Bernard Schlossman and Ms. Naomi Schlossman of its intention to omit the Proposal (including the resolution and supporting statement) from its Proxy Materials. In accordance with Rule 14a-8(j) of the Exchange Act, we have enclosed six copies of this letter, and the Letter containing the Proposal and its supporting statement. Please acknowledge receipt of the enclosed materials by date-stamping the enclosed receipt copy of this letter and returning it in the enclosed return envelope. If the Staff believes that it will not be able to take the no-action position requested above, we would appreciate the opportunity to confer with the Staff prior to the issuance of a negative response. Please feel free to call the undersigned at (310) 252-3615 with any questions or comments regarding the foregoing.

Very truly yours,

Robert Normile
Senior Vice President and General Counsel

Attachments

cc: Mr. John Chevedden (w/attachments)
Mr. Bernard Schlossman and Ms. Naomi Schlossman (w/attachments)

-----FOOTNOTES-----

1 The Company notes that upon the sudden resignation of the Company's then-CEO, Jill Barad, on February 3, 2000, Ronald Loeb, a member of the corporate governance/nominations committee, agreed to serve on an interim basis as Acting CEO of the Company until Ms. Barad's replacement (Robert Eckart) was appointed, on May 16, 2001. Mr. Loeb was pressed into this interim service with the Company in light of the exigent circumstances of Ms. Barad's departure, and stepped down as soon a successor to Ms. Barad was found. Mr. Loeb was also an attorney with the law firm of Irell & Manella LLP, which has periodically provided legal services to Mattel. Mr. Loeb has not been employed by Irell & Manella LLP since 1999, and is not currently an attorney at any other law firm that provides services to the Company. The Company believes that Mr. Loeb is an independent director and does not believe that either his temporary service under emergency circumstances, or his now-terminated affiliation with Irell & Manella LLP compromise his independence. The Company also notes that Dr. Andrea Rich, a member of the audit and corporate governance/nominating committees, is the President and CEO of the Los Angeles County Museum of Art, a not-for-profit entity to which Mattel contributes from time to time. Over the past four years, such contributions have totaled approximately $40,000 in the aggregate. The Company does not believe that Dr. Rich's service for this charity creates a non-trival "professional" or "financial" relationship between her and the Company outside of her directorship that would compromise her independence.

[APPENDIX]

PROPOSAL 4

INDEPENDENT DIRECTORS

on Key Board Committees

Mr. and Mrs. Bernard Schlossman submit this proposal for vote at the annual shareholder meeting.

RESOLVED:

INDEPENDENT DIRECTORS

on Key Board Committees

Mattel shareholders recommend a bylaw requiring independent directors for each key board committee seat. The key board committees are:

Audit

Nominating

Compensation

Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies.

SUPPORTING STATEMENT:

This standard for director independence is:

A director is deemed independent if his or her only non-trivial professional, financial or familial connection to the company or its CEO within the past 10 years is their directorship. This is the definition of the Council of Institutional Investors Shareholder Bill of Rights (www.cli.org). Institutional Investors own 66% of Mattel stock and mutual funds own a further 15%.

These institutional investors have a fiduciary duty to their clients:

To vote in their client's best interest

To vote independent of Mattel management recommendations

This proposal topic won 45% approval at the PG&E Corp. 2000 shareholder meeting. The Council of Institutional Investors also recommends independent directors for each key board committee seat.

Note the lack of independence by Mattel directors:

1) Three directors have more than 10-years tenure:

Loeb..........31-year veteran

Vogelstein....18-years

Friedman......17-years

Long tenure is bad for boards. It allows directors to develop friendships with managementfriendships that impair effective oversight. After 10 years a director may become complacent.

The Corporate Governance Advisor

2) Interlocking cross-directors:

Interlocking Directors.................Company

Brown (Age 73) & Vogelstein........Warburg, Pincus

Corporate governance experts say cross-directors tend to look out for each others' interest, rather than those of shareholders.

Business Week

3) An attorney at a law firm used by Mattel: Loeb

The American Bar Association discourages directors from sitting on boards of companies from which they take additional legal fees.

4) Director with $1 million loan from Mattel: Friedman

CalPERS ($150 billion fund) said to vote no on 4 Mattel directors at the 2000 annual meeting:

1) Vote no on directors Rollnick, Sinclair and Vogelstein:

Each was a member of the compensation committee that gave ex-CEO Barad a $50 million golden parachute that was unwarranted.

2) Vote no on director Loeb:

An attorney at a law firm used by Mattel.

www.calpers-governance.org/alert/proxy

Additionally there are serious competitive issues that deserve greater attention from independent directors with a stronger commitment to the company's shareholders:

Mattel's Lap Dog Board

Mattel's 16-month round-trip on The Learning Company could turn out to be a 100% loss, making it the worst acquisition in corporate history. Mattel's CEO, Jill Barad, bought The Learning Company for $3.5 billion in 1999.

As a result, Mattel's stock lost more than $6 billion in value. But the greatest indignity to shareholders was when Mattel's Lap Dog Board gave Barad $50 million to clean out her desk before she could do another stupid deal.

It would have been cheaper for shareholders, and more just, if the board had simply given Barad The Learning Company as her door prize.

Morningstar.com.............Oct. 2, 2000

Adding to shareholder injury, Mattel is said to have let slip a $400 million bid for the Learning Company from Vivendi-owned software maker Havas. Instead, gasping Mattel wound up handing over the business in September for no money down and an undisclosed amount of "future consideration." To pay for the privilege, Mattel swallowed a $440 million after-tax loss and is still on the hook for $200 million in debt.

Forbes.................Nov. 13, 2000

Mattel cut dividend by 86%.

TheStreet.com..........Oct. 19, 2000

Mattel third-quarter profits drop 22%.

CBS.MarketWatch.com....Oct. 19, 2000

More troubling than the $3.8 billion Learning Company debacle is the shrinking market for traditional toys. The number of children in the U.S. under age 14 will increase less than 1% between now and 2005. Making matters worse is a phenomenon known in the toy biz as "age compression." Today's children are playing with toys for fewer years than their parents or even their older siblings. The prime culprit is the personal computer. With more and more software and websites being aimed at younger and younger children, playtime is going virtual.

Money........................Sept. 2000

To ensure proactive oversight from independent Mattel directors and to help restore Mattel's 846 stock price, vote yes for:

INDEPENDENT DIRECTORS

on Key Board Committees

YES ON 4

The Company is respectfully requested to insert the correct proposal number in the proxy materials.

[APPENDIX]

January 22, 2000

PROPOSAL 4

INDEPENDENT DIRECTORS
on Key Board Committees
Mr. and Mrs. Bernard Schlossman submit this proposal.

RESOLVED:

INDEPENDENT DIRECTORS
on Key Board Committees

Mattel shareholders recommend a bylaw requiring independent directors for each key board committee seat. The key board committees are:

Audit

Nominating

Compensation

Also, recommend that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies.

Standard for director independence:

A director is deemed independent if his or her only non-trivial professional, financial or familial connection to the company or its CEO within the past 10 years is their directorship. This is the definition of the Council of Institutional Investors (www.cii.org). Institutional Investors own 66% of Mattel stock.

Institutional investors exercise a fiduciary duty to their clients:

To vote independent of Mattel management recommendations.

There is benefit to increase the independence of Mattel directors:

Mattel's Lap Dog Board

The Learning Company could turn out to be a 100% loss, making it the worst acquisition in corporate history. Mattel's CEO, Jill Barad, bought The Learning Company for $3.5 billion in 1999.

As a result, Mattel's stock lost more than $6 billion in value. But the greatest indignity to shareholders was when Mattel's Lap Dog Board gave Barad $50 million to clean out her desk before she could do another stupid deal.

It would have been cheaper for shareholders for the board to simply give Barad The Learning Company as her door prize.

Morningstar.com..........Oct. 2, 2000

Adding to shareholder injury, Mattel is said to have let slip a $400-million bid for the Learning Company from Vivendi-owned software maker Havas. Instead, gasping Mattel wound up handing over the business for no money down. Mattel swallowed a $440 million after-tax loss and is still on the hook for $200-million in debt.

Forbes..............Nov. 13, 2000

Mattel cut dividend by 86%.

The Street.com.........Oct. 19, 2000

More troubling than the $3.8 billion Learning Company debacle is the shrinking market for traditional toys.

Money............Sept. 2000

CalPERS ($150 billion investor) said in 2000 to:

1) Vote no on directors Rollnick, Sinclair and Vogelstein:

Each was a member of the compensation committee that gave ex-CEO Barad an unwarranted $50 million golden parachute.

2) Vote no on director Loeb:

An attorney for many years at a law firm currently used by Mattel.

www.calpers-governance.org/alert/proxy

1) Three directors have more than 10-years tenure:

Loeb.........31-year veteran

Vogelstein...18-years

Friedman.....17-years

Long tenure is bad for boardsAllows directors to develop friendships that impair effective oversight.

The Corporate Governance Advisor

2) Interlocking cross-directors:

Brown (Age 73) & Vogelstein.......From Warburg, Pincus

Corporate governance experts say cross-directors tend to look out for each others' interest, rather than those of shareholders.

Business Week

To help restore Mattel's $46 stock price, vote yes for:

INDEPENDENT DIRECTORS

on Key Board Committees

YES ON 4

The Company is respectfully requested to insert the correct proposal number in all proxy materials.

[APPENDIX]

December 23, 2000

Mr. Robert Eckert
Chairman
Mattel, Inc.
333 Continental Blvd.
El Segundo, CA 90245

Dear Mr. Eckert and Directors of Mattel, Inc.,

The attached resolution is respectfully submitted for vote by stockholders at the next and/or 2001 stockholder meeting. It is submitted for inclusion in the Mattel, Inc. proxy statement in accordance with Rule 14-a-8 of the General Rules and Regulations of the Securities and Exchange Act of 1934.

We have continuously owned 700 shares of Mattel stock for more than one year listed in Mattel's record of shareholders and intend to hold the required stock through the 2000 Mattel shareholder meeting.

The exact text, title, format, bold & italicized font, spacing and punctuation are an integral part of the resolution. They are believed to be consistent with the Securities and Exchange Commission standards of editing and the formatting of the Mattel proxy statement.

This is our legal proxy for Mr. John Chevedden to represent us and this shareholder resolution before, during and after the applicable shareholder meeting. Please direct all future communication to Mr. Chevedden.

John Chevedden can be contacted at:

PH: 310/371-7872
FX: 310/371-7872
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278

This proposal is believed to be in the best interest of Mattel, Inc. and its shareholders. A commitment from Mattel, Inc. to enact this resolution would allow the resolution to be withdrawn.

Sincerely,

Bernard Schlossman and Naomi Schlossman

Shareholders
Mattel Inc.

cc:

John Chevedden
Robert Normile
Corporate Secretary
FX: 310/252-2179

[APPENDIX]

January 18, 2001

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

Re: Bylaw Amendment Proposed by Bernard Schlossman and Naomi Schlossman

Dear Sirs:

We have acted as special Delaware counsel to Mattel, Inc., a Delaware corporation (the "Company"), in connection with a proposal (the "Proposal") by Bernard Schlossman and Naomi Schlossman (the "Schlossmans"), which the Schlossmans intend to present through their proxy John Chevedden ("Chevedden") at the Company's 2001 annual meeting of stockholders (the "Annual Meeting"). In this connection, you have requested our opinion as to certain matters under the General Corporation Law of the State of Delaware (the "General Corporation Law").

For purposes of rendering our opinion as expressed herein, we have been furnished and have reviewed the following documents: (i) the Restated Certificate of Incorporation of the Company, as amended (as amended, the "Certificate"), certified to us as being a true, correct and complete copy as of the date hereof by an Assistant Secretary of the Company, (ii) the Bylaws of the Company, as amended (as amended, the "Bylaws"), certified to us as being a true, correct and complete copy as of the date hereof by an Assistant Secretary of the Company; and (iii) the Proposal and its supporting statement.

With respect to the foregoing documents, we have assumed: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to authentic originals of all documents submitted to us as copies; (iii) the genuineness of all signatures and the legal capacity of natural persons; and (iv) that the foregoing documents, in the forms thereof submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinion as expressed herein. We have not reviewed any document of the Company other than the documents listed above for purposes of rendering our opinion, and we assume that there exists no provision of any such other document that bears upon or is inconsistent with our opinion as expressed herein. In addition, we have conducted no independent factual investigation of our own, but rather have relied solely on the foregoing documents, the statements and information set forth therein and the additional factual matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects.

The Proposal

The Proposal reads as follows:

Mattel shareholders recommend a bylaw requiring independent directors for each key board committee seat. The key board committees are: Audit, Nominating, and Compensation. Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies.

(Proposal at 1).

In our interpretation, the Proposal recommends the adoption of a bylaw (the "Independent Director Bylaw") that (i) requires that "independent directors" hold each of the seats on Mattel's Audit Committee, Nominating Committee and Compensation Committee and (ii) prohibits the Board of Directors of the Company (the "Board") from amending, modifying or repealing the Independent Director Bylaw, in each case regardless of the facts and circumstances existing.

Discussion

You have asked our opinion as to whether the Proposal, if implemented, would cause the Company to violate the General Corporation Law. For the reasons set forth below, in our opinion the Proposal, if implemented, would cause the Company to violate the General Corporation Law.

As a general matter, the stockholders of a Delaware corporation have the power to amend the bylaws. This power, however, is not unlimited and is subject to the express limitations set forth in 8 Del. C. 109(b), which provides:

The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.

(Emphasis added). Thus, under Delaware law, a bylaw may not conflict with a charter provision. Id. Indeed, "[w]here a by-law provision is in conflict with a provision of the charter, the by-law provision is a 'nullity.'" Centaur Partners, IV v. Nat'l Intergroup, Inc., 582 A.2d 923, 929 (Del. 1990).

The Independent Director Bylaw provides that it cannot be amended, modified or repealed by the Board. This is contrary to the Certificate. The Certificate provides in Article SIXTH that:

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By Laws of the Company.

(Certificate, Article SIXTH). Since the Certificate states that the Board can amend the bylaws, the stockholders cannot take away that power by bylaw amendment. In Centaur Partners, the Delaware Supreme Court held that a proposal for a bylaw to be adopted by stockholders that provided that it "is not subject to amendment, alteration or repeal by the Board of Directors" was in conflict with the board's authority as provided for in the certificate of incorporation to amend the bylaws and hence would be invalid even if adopted by the stockholders. Centaur Partners, 582 A.2d at 929. See also Radiation Care, Inc., SEC No-Action Letter (Dec. 22, 1994) (granting no action relief where there was "substantial question as to whether, under Delaware law, the directors may adopt a bylaw provision that specifies that it may be amended only by shareholders"); Pennzoil Corporation, SEC No-Action Letter (Mar. 22, 1993) (same).

Conclusion

Based upon and subject to the foregoing, and subject to the limitations stated hereinbelow, it is our opinion that the Independent Director Bylaw would be inconsistent with the Certificate and the Proposal, if implemented, would cause the Company to violate the General Corporation Law.

The foregoing opinion is limited to the General Corporation law. We have not considered and express no opinion on any other laws or the laws of any other state or jurisdiction, including federal securities laws regulating securities or any other federal laws, or the rules and regulations of stock exchanges or of any other regulatory body.

The foregoing opinion is rendered solely for your benefit in connection with the matters addressed herein. We understand that you may furnish a copy of this opinion letter to the Securities and Exchange Commission in connection with the matters addressed herein (and forward a copy to Chevedden and the Schlossmans in connection therewith) and that you may refer to it in your proxy statement for the Annual Meeting, and we consent to your doing so. Except as stated in this paragraph, this opinion letter may not be furnished or quoted to, nor may the foregoing opinion be relied upon by, any other person or entity for any purpose without our prior written consent.

Very truly yours,

Richard Layton & Finger

[LETTER OF INQUIRY 2]

VIA FACSIMILE: 202/942-9525

January 23, 2001

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

Re: Correction of Typographical Error in
No-Action Letter of Mattel, Inc. Regarding
Stockholder Proposal of Bernard Schlossman and Naomi Schlossman

Ladies and Gentlemen:

On January 18, 2001, we faxed a letter asking for your concurrence that you will not recommend enforcement action if Mattel, Inc. omits from its proxy the shareholder proposal of Bernard Schlossman and Naomi Schlossman (who have designated John Chevedden as their proxy). It has come to my attention that the faxed letter contained a minor typographical error: the passage in the first footnote that states Mattel's contributions to the Los Angeles County Musuem of Art "have totaled less than $35,000 in the aggregate" should instead read "have totaled approximately $40,000 in the aggregate". The same error appeared in the copy of the letter that we faxed to Mr. John Chevedden on January 18. The error was corrected in the six paper copies of the letter that we sent to you by overnight courier on January 18.

Please accept my apologies for any inconvenience that this may have caused.

Very truly yours,

Bob Normile
Senior Vice President and General Counsel

cc: Mr. John Chevedden (Fax: 310/371-7872)
Mr. Bernard Schlossman and Ms. Naomi
Schlossman (c/o Mr. John Chevedden)

[LETTER OF INQUIRY 3]

January 26, 2001

FX: 202/942-9525 (6 Copies)
UPS Overnight

Office of Chief Counsel
Mail Stop 4-2
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Mattel, Inc. (MAT)
Shareholder Response to Company No Action Advice Request

Independent Directors
Mr. and Mrs. Bernard Schlossman, Shareholders

Ladies and Gentlemen:

1. Preliminary Response

This is a preliminary response regarding the Mattel Inc. January 18, 2000 no action criticism (23-pages including all attachments). The company requested that the Commission agree that shareholders be denied the opportunity to cast a vote on a non-binding request regarding Independent Directors.

The objective of this proposal is to protect shareholder investment in the company through constructive changeor at least the consideration of constructive change. As the lengthy company package indicates, management is steadfastly focused on maintaining the status quo and discouraging the consideration or discussion of options for constructive change.

2. Stock Ownership and Wordcount

Broker verification of stock ownership and wordcount adjustment was submitted to the company January 22, 2001, prior to the date required by Rule 14a-8.

3. Company "hurry-up" letter

The April 9, 2001 definitive proxy filing date given by the company is questionable since the filing date last year was April 28, 2000. There is no company explanation. The company is responsible for the "hurry-up" burden on the Commission by allowing only 100-days from the deadline for submitting shareholder proposals and filing its definitive proxy statement. There is no text of apology to the Commission or explanation of a "good cause" for the "hurry-up" burden the company places on the Commission. The company is well aware that this is a very intense work-load period for the Office of Chief Council. The company has made no attempt to informally resolve proxy issues with the shareholder.

4. The Company Deadline for No Action Requests is Past

This is to note that the deadline has past for a company rea[text illegible] this proposal. It is therefore requested that any further com[text illegible] on its no action request be determined as untimely. If th[text illegible] further information, this information should be held for the ap[text illegible] necessary.

5. Full rebuttal in preparation

A full rebuttal will be forthcoming. It is respectfully requested that notice be given if this rebuttal needs to be expedited to facilitate the Commission's process. The company no action request has many of the same flaws of other no action requests filed by other companies thus far for the 2001 shareholder meetings.

Sincerely,

John Chevedden
For Mr. and Mrs. Bernard Schlossman
Shareholders
Mattel, Inc.

cc:

Mr. and Mrs. Bernard Schlossman
Mattel Inc. Directors

Robert Normile (for board and company distribution. Please confirm within 7 days that the board has received prompt distribution.)

[LETTER OF INQUIRY 4]

January 29, 2001

Via Fax & Overnight Mail

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

Re: Mattel, Inc.Revised Stockholder Proposal of Bernard Schlossman and Naomi Schlossman

Ladies and Gentlemen:

On January 18, 2001, I notified you of the intention of Mattel, Inc., a Delaware corporation (the "Company"), to omit from the proxy statement and form of proxy for the Company's 2001 Annual Meeting of Stockholders (together, the "Proxy Materials") the proposal submitted by Bernard Schlossman and Naomi Schlossman (who have designated John Chevedden (the "Proponent") as their proxy) to the Company by facsimile on December 29, 2000 (the "Original Proposal"). In my letter to you of January 18, 2001 (the "Request Letter"), I requested the concurrence of the staff of the Division of Corporation Finance (the "Staff") that it would not recommend enforcement action if the Company omitted the Original Proposal from the Proxy Materials.

I. Eligibility and Procedural Deficiencies

My Request Letter raised a number of independent grounds for exclusion of the Original Proposal. One of these grounds, discussed in Section II.A of the Request Letter, related to the failure of the Proponent to comply with the eligibility and procedural requirements of Rule 14a-8. The deficiencies included the lack of adequate proof of the Schlossmans' beneficial ownership of the requisite amount of Company stock for the requisite time period, the absence of a statement that the Schlossmans intended to hold the requisite stock through the Company's 2001 annual meeting, and the failure to comply with the 500 word limit for shareholder proposals. I noted at that time that although the Company was required, pursuant to Rule 14a-8(j), to file its Request Letter with the Securities and Exchange Commission by January 18, 2001, the 14-day correction period provided to the Proponent under Rule 14a-8(f)(1) would not expire until January 23, 2001. I noted that the Company would promptly notify the Staff should the Proponent correct the eligibility and procedural deficiencies described in the Request Letter on a timely basis.

The Proponent sent a letter and attachments to the Company, attached hereto as Attachment A, by facsimile on January 23, 2001, that included a letter from TD Waterhouse Investor Services verifying that the Schlossmans owned the requisite amount of Company stock for the requisite time period. The Proponent's letter also confirmed, on behalf of the Schlossmans, that the Schlossmans intend to hold the requisite amount of Company stock through the 2001 annual meeting. Finally, the attachments sent to the Company included a revised proposal (the "Revised Proposal") that complies with the 500 word limit. I believe that the submission of these additional materials, and the substitution of the Revised Proposal for the Original Proposal, corrects the eligibility and procedural defects identified by the Company in section II.A of its Request Letter.

II. Substantive Arguments for Omission

All of the substantive arguments raised by the Company for the exclusion of the Original Proposal, however, which are contained in Sections II.B, II.C., II.D., and II.E of the Request Letter, are still applicable to the Revised Proposal and each argument is independently sufficient to support the Company's request to omit the Revised Proposal from the Proxy Materials.

With regard to the arguments raised by the Company for the exclusion of the Original Proposal in Section II.E of the Request Letter (relating to exclusion under Rule 14a-8(i)(3)), I note that the Revised Proposal has partially corrected some, but not all, of the misstatements identified by the Company in Section II.E.2 of the Request Letter:

1. The Revised Proposal has only partially corrected the inaccuracies identified in the paragraph after the first bullet point under Section II.E.2 of the Request Letter. Although the Revised Proposal has deleted the erroneous reference to a "Shareholder Bill of Rights," it has failed to delete the phrase "within the past ten years" from the proposed definition of director independence, attributed to the Council of Institutional Investors.

2. The Revised Proposal has only partially corrected the inaccuracies identified in the paragraph after the second bullet point under Section II.E.2 of the Request Letter. Although the Revised Proposal no longer inaccurately characterizes Ronald Loeb as "[a]n attorney at a law firm used by Mattel," the Revised Proposal erroneously attributes its description of Mr. Loeb as "[a]n attorney for many years at a law firm currently used by Mattel," to the CalPERS website. The CalPERS website does not make the revision that the Proponent has made, nor does it provide any data on the length of Mr. Loeb's tenure with any law firm.

3. The Revised Proposal has corrected the inaccuracy identified in the paragraph after the third bullet point under Section II.E.2 of the Request Letter by deleting the claim in the Original Proposal that the Company had made a loan to a director of the Company (Mr. Friedman).

4. The Revised Proposal does nothing to correct the inaccuracies identified in the fourth and fifth bullet points in Section II.E.2 of the Request Letter.

The Revised Proposal also makes no effort to clarify the substantial ambiguities in the resolution that were identified by the Company in Section II.E.1 of the Request Letter.

III. Separation of the Resolution and Supporting Statement

I note, as discussed above, that Proponent has cured the failure of the Original Proposal to comply with the 500 word limit for shareholder proposals by deleting certain text of the Original Proposal. However, in doing so the Proponent has omitted the text that distinguished the actual resolution from the supporting statementnamely, the heading "Supporting Statement" that was contained immediately above the referenced definition of director independence on the first page of the Original Proposal. The Company on January 29, 2001 sent a letter to the Proponent, attached hereto as Attachment B, notifying him of this omission and asking him to respond and correct the Revised Proposal within 14 calendar days of receipt of that letter.

The Company does not believe that the Proponent may submit the entire Revised Proposal as a resolution as this would substantively change the proposal from that contained in the Original Proposal and would represent a new proposal subject to the timeliness requirements of Rule 14a-8(e) and the requirement of Rule 14a-8(c) limiting each proponent to only one proposal for a particular shareholders meeting. The Revised Proposal would be excludable for each of these procedural deficiencies. In addition, if the Proponent does not reinsert the heading separating the actual resolution from the supporting statement, the Company believes the entire Revised Proposal would be excludable from the Proxy Materials on a number of substantive grounds (for reasons that are in addition to those set forth in the Response Letter), including, among others, that (i) the Revised Proposal would be an improper subject for action by shareholders under the Delaware General Corporation Law ("DGCL") (Rule 14a-8(i)(1)), (ii) the Revised Proposal would be a violation of the proxy rules as being inherently vague and too indefinite for shareholders to determine what action would be required in the event the proposal were adopted (Rule 14a-8(i)(3)), (iii) the Company would lack the power and authority to implement the proposal (Rule 14a-8(i)(6) and (iv) the Revised Proposal would relate to election for membership on the Company's board (Rule 14a-8(i)(8)).

IV. Conclusion

The Company believes, for the reasons set forth in the Request Letter and in this letter, that it may omit the Revised Proposal for each of the following reasons: (1) the Revised Proposal, if implemented, would violate the DGCL, to which the Company is subject, and therefore the Revised Proposal may be excluded under Rule 14a-8(i)(2); (2) the Company's board of directors lacks the authority to implement the Revised Proposal and therefore the Revised Proposal may be excluded under Rule 14a-8(i)(6); (3) the Company has already substantially implemented the Revised Proposal and therefore the Revised Proposal may be excluded under Rule 14a-8(i)(10); and (4) the Revised Proposal still contains numerous misleading or inaccurate statements of material facts in violation of the proxy rules, and therefore the Revised Proposal may be excluded under Rule 14a-8(i)(3). Further, the Company believes that if the entire Revised Proposal is submitted as a resolution, the Revised Proposal may be excluded for the additional reasons set forth in the previous paragraph.

For the reasons provided in the Request Letter, as supplemented above, the Company requests the concurrence of the Staff that it will not recommend enforcement action if the Company omits the Revised Proposal from its Proxy Materials. Alternatively, if the entire Revised Proposal may not be omitted, the Company requests the concurrence of the Staff that the Proponent should be required to correct the deficiencies in the Revised Proposal. With regard to this latter alternative, however, I wish to re-emphasize the Company's belief that the Proponent's repeated failure to be reasonably diligent in his preparation of these proposals constitutes an abuse of the shareholder proposal process, and that the Staff should discourage this behavior by allowing the Company to exclude the Revised Proposal outright. In this case, the Original Proposal submitted by the Proponent exceeded the word limit by over 40%, and contained a large number of factual inaccuracies, many of which were not corrected in the Revised Proposal. The meaning of the resolution offered by the Proponent, which was already very difficult to grasp in the Original Proposal, was obscured even further by the removal of any division between the resolution and the supporting statement in the Revised Proposal. Each time the Proponent is given an opportunity to correct the various defects in the proposal the Company has to expend additional resources evaluating the new version.

By copy of this letter, the Company notifies the Proponent and Mr. Bernard Schlossman and Ms. Naomi Schlossman of its intentions to exclude the Revised Proposal from its Proxy Materials.

I am enclosing six copies of this letter, including Attachments A and B hereto. Please acknowledge receipt of the enclosed materials by date-stamping the enclosed receipt copy of this letter and returning it in the enclosed return envelope. If the Staff believes that it will not be able to take the no-action position requested above, I would appreciate the opportunity to confer with the Staff prior to the issuance of a negative response. Please feel free to call me at (310) 252-3615 with any questions or comments regarding the foregoing.

Very truly yours,

Bob Normile
Senior Vice President and General Counsel

cc: Mr. John Chevedden
Mr. Bernard Schlossman and Ms. Naomi Schlossman (c/o Mr. John Chevedden)

[LETTER OF INQUIRY 5]

February 2, 2001

David Martin
Director, Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

Dear David:

The Council of Institutional Investors, an association of more than 110 corporate, public and union pension funds with more than $1.5 trillion in pension assets, is extremely concerned about a recent 'no action' decision reached by staff of the SEC's division of corporation finance. In this troubling decision, staff concurred with PG&E's assertion that it could exclude a proposal calling for all future directors on its audit, compensation and nominating committees to be independent.

The staff decision hinged on PG&E's absurd argument that the resolution could be excluded because the corporation, in the form of its board, lacks the authority to implement the proposal since PG&E's shareholders, not the board, elect the directors.

To argue that a company lacks the authority to adopt such a policy is ridiculous. A company, through its board, nominates directors and creates criteria for board and committee service. Shareholders' only involvement in this process is to rubberstamp the nominees selected by the board. Boards clearly have the ability to implement a proposal addressing overall director independence by nominating directors who fit the independence criteria.

Not only do shareholders have no meaningful say on director nominees, they have absolutely no say on who sits on various board committees. A company, through its board, appoints directors to serve on board committees and creates the rules that govern those committees. Since the board makes those decisions, it clearly has the ability to implement a proposal addressing committee independence. To implement a proposal addressing board committee independence, directors must simply appoint committee members who fit the independence criteria, just as they have the ability to adopt their own committee criteria and nominate directors who meet that criteria.

On a company-specific level, PG&E's arguments contradict assertions it made in the proxy materials for its 2000 annual meeting. Specifically, the company and Pacific Gas & Light indicated that they have a "policy" that at least 75 percent of their boards shall be composed of directors who are neither current nor former officers or employees of PG&E Corporation, Pacific Gas & Electric Company, or any other their respective subsidiaries.' In addition, it disclosed in the proxy materials that the audit and nominating/compensation committees are 'composed entirely of director who are (a) neither current nor former officers or employees of PG&E Corporation or any of its subsidiaries, (b) not consultants to PG&E Corporation or any of its subsidiaries, and (c) neither current nor former officers or employees of any other corporation on whose board of directors any PG&E Corporation officer serves as a member.

If the company can adopt these policies on its own, why would it lack the authority to implement similar policies recommended in the proposal sponsored by Mr. Chevedden?

From a policy perspective, the SEC staffis acceptance of PG&E is inane argument is extremely troubling. For many years, investors, including many Council members, have focused on board independence issues. As the California Public Employeesi Retirement System argued in its 2000 binding proposal at Lone Star Steakhouse & Saloon.

How important is the Board of Directors? As a trust fund with approximately 381,200 shares of the Company's Stock, held for the benefit of our 1 million fund participants, the California Public Employees' Retirement System (CalPERS) believes that the Board is of paramount importance. Through this proposal, we seek to promote strong, objective leadership on the Board.

The vital importance of this most basic governance issue is understood throughout the investment community and is reflected by the relatively high votes on these resolutions. Just two months ago, a resolution sponsored by TIAA-CREF calling on ICN Pharmaceuticals to adopt a policy that a substantial majority of the board should be completely independent and the key audit, compensation and nominating committees should be all-independent won nearly 60 percent of the votes cast for and against. In its supporting statement, TIAA-CREF noted:

We believe an independent Board and all-independent audit, compensation and nominating committees are essential components of an effective corporate governance system. An independent board can best represent all shareholders and inspire shareholder confidence in the quality and impartiality of its decision- making processes and the decisions themselves, without the appearance of conflicts of interest.

Our concerns with the staffis interpretation are echoed the enclosed letter dated March 20, 2000 from TIAA-CREF to the SEC. The letter was responding to a March 7, 2000, request by Cablevision Systems to exclude a director independence proposal sponsored by TIAA-CREF.

We must admit that we are especially troubled that it appears that large institutional investors can afford the lawyers necessary to get these proposals included whereas individual investors like Mr. Chevedden, who submit the same kinds of proposals, appear to be denied proxy access by the Commission.

We hope you will reconsider your PG&E decision. Please contact me or Ann Yerger with any questions.

Sincerely,

Sarah A.B. Teslik
Executive Director

[LETTER OF INQUIRY 6]

February 14, 2001

Sent Via Fax (202) 942-9525 and Overnight Courier

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

Re: Mattel, Inc.Revised Stockholder Proposal of Bernard Schlossman and Naomi  Schlossman

Ladies and Gentlemen:

On January 18, 2001, I notified you of the intention of Mattel, Inc., a Delaware corporation (the "Company"), to omit from the proxy statement and form of proxy for the Company's 2001 Annual Meeting of Stockholders (together, the "Proxy Materials") the proposal submitted by Bernard Schlossman and Naomi Schlossman (who have designated John Chevedden (the "Proponent") as their proxy) to the Company by facsimile on December 29, 2000 (the "Original Proposal"). In my letter to you of January 18, 2001 (the "Request Letter"), I requested the concurrence of the staff of the Division of Corporation Finance (the "Staff") that it would not recommend enforcement action if the Company omitted the Original Proposal from the Proxy Materials.

In my subsequent letter to you of January 29, 2001 (the "January 29 Letter"), I noted that the Company had received a revised proposal from Mr. Chevedden (the "First Revised Proposal"), which corrected some, but not all, of the errors that had been identified in the Request Letter. The January 29 Letter furthermore noted that the First Revised Proposal had failed to separate the resolution from, the supporting statement, which gave rise to additional deficiencies. The Company at that time requested Mr. Chevedden to correct this omission by reinserting the heading "Supporting Statement" that was contained immediately above the referenced definition of director independence on the first page of the Original Proposal.

I am writing to inform you that the Company has recently received correspondence from Mr. Chevedden, a copy of which is attached hereto as Attachment A, in which he states that "it is acceptable to change the two words noted, as the company requested, as long as this is consistent with the Response of the Office of Chief Counsel."

The Revised Proposal, as amended by reinserting the words "Supporting Statement" (the "Second Revised Proposal"), corrects the deficiencies created by the failure to separate the resolution from the supporting statement, as described in the third section of the January 29 Letter. The Second Revised Proposal is still subject, however, to all of the other grounds for exclusion identified in the Request Letter and the January 29 Letter, and the Company continues to believe that it may exclude the Second Revised Proposal from the Proxy Materials for each of the following reasons: (1) the Second Revised Proposal, if implemented, would violate the Delaware General Corporation Law, to which the Company is subject, and therefore the Second Revised Proposal may be excluded under Rule 14a-8(i)(2); (2) the Company's board of directors lacks the authority to implement the Second Revised Proposal and therefore the Second Revised Proposal may be excluded under Rule 14a-8(i)(6); (3) the Company has already substantially implemented the Second Revised Proposal and therefore the Second Revised Proposal may be excluded under Rule 14a-8(i)(10); and (4) the Second Revised Proposal still contains numerous misleading or inaccurate statements of material facts in violation of the proxy rules, and therefore the Second Revised Proposal may be excluded under Rule 14a-8(i)(3).

For the reasons provided in the Request Letter, as supplemented above, the Company requests the concurrence of the Staff that it will not recommend enforcement action if the Company omits the Second Revised Proposal from its Proxy Materials. Alternatively, if the entire Second Revised Proposal may not be omitted, the Company requests the concurrence of the Staff that the Proponent should be required to correct the deficiencies in the Second Revised Proposal. With regard to this latter alternative, however, I continue to emphasize the Company's belief that the Proponent's repeated failure to adhere to the requirements of Rule 14a-8 constitutes an abuse of the shareholder proposal process, and that the Staff should discourage this behavior by allowing the Company to exclude the Second Revised Proposal outright. In this regard I point out that the Staff recently permitted exclusion of a proposal authored by Mr. Chevedden and submitted by a purported shareholder "proponent," on the grounds that the shareholder was only a nominal proponent, and that Mr. Chevedden, the true proponent, failed to satisfy the eligibility requirements to submit a proposal. See TRW Inc. (Jan. 24, 2001).

I am enclosing six copies of this letter, including Attachment A hereto. Please acknowledge receipt of the enclosed materials by date-stamping the enclosed receipt copy of this letter and returning it in the enclosed return envelope. If the Staff believes that it will not be able to take the no-action position requested above, I would appreciate the opportunity to confer with the Staff prior to the issuance of a negative response. Please feel free to call me at (310) 252-3615 with any questions or comments regarding the foregoing.

Very truly yours,

Bob Normile
Senior Vice President and General Counsel

Attachment

cc: (with attachment)
Mr. John Chevedden
Mr. Bernard Schlossman and Ms. Naomi Schlossman (c/o Mr. John Chevedden)

[LETTER OF INQUIRY 7]

February 22, 2001

FX: 202/942-9525 (6 Copies)

UPS Overnight

Office of Chief Counsel
Mail Stop 4-2
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Mattel, Inc. (MAT)
Shareholder Response to Company No Action Advice Request

Independent Directors
Mr. and Mrs. Bernard Schlossman, Shareholders

Ladies and Gentlemen:

I. Response referenced earlier

This follows the preliminary January 26, 2001 response regarding the Mattel Inc. January 18, 2000 no action request (23-pages including all attachments). The company requested that the Commission allow shareholders to be denied the opportunity to cast a vote on a non-binding request regarding Independent Directors.

The objective of this proposal is to protect and enhance shareholder investment in the company through constructive changeor at least the consideration of constructive change. As the lengthy company package indicates, management is steadfastly focused on maintaining the status quo and discouraging the consideration or discussion of options for constructive change.

2. Stock Ownership and Wordcount

Broker verification of stock ownership and wordcount adjustment was submitted to the company January 22, 2001 prior to the date required by Rule 14a-8.

3. Company "hurry-up" letter

The April 9, 2001 definitive proxy filing date given by the company is questionable since the filing date last year was April 28, 2000. There is no company explanation. The company is responsible for the "hurry-up" burden on the Commission by allowing only 100-days from the deadline for submitting shareholder proposals and filing its definitive proxy statement. There is no explanation of a "good cause" for the "hurry-up" burden the company places on the Commission.

The company is well aware that this is a very intense work-load period for the Office of Chief Council. The company has made no attempt to informally resolve proxy issues with the shareholder.

In any event this lack of timeliness by the company should not pressure a quick decision from the Commission.

4. The company is seeking reversal of a recent precedent

This proposal is essentially the same proposal that was published in the General Motors definitive proxy following no action review, General Motors Corp. (April 7, 2006) (Rossi), (April 10, 2000). The complete response letter is attached.

April 10, 2000

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: General Motors Corporation

Incoming letter dated January 27, 2000

The proposal recommends that the audit, nominating and compensation board committees be comprised entirely of independent directors.

We are unable to concur in your view that GM may exclude the proposal under rule 14a-8(i)(10). Accordingly, we do not believe that GM may exclude the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

5. Company wrongfully adds words to the proposal

The proposal does not state that, once enacted, a reversal of this proposal solely requires a vote of the shareholders. The company wrongfully adds this sole shareholder vote requirement and thus makes its claim moot. This claim is clearly inconsistent with the submitted text of the proposal. If companies are allowed to add disqualifying words to proposalsshareholders might lose their right to vote on any shareholder proposal whatsoever.

The company claims that in "practice" it meets a fraction of the requirements of this shareholder proposal. Furthermore this means in effect that this "practice" is not policy. Thus a policy change could reverse this "practice" tomorrow for long-term impact.

The company apparently claims that there could be no connection between the proposal and supporting statement on defining director independence.

The company claims there is a material difference between a $3.5 billion loss and a $3.8 billion loss. The text is simply true to the cited sources. The key point is the magnitude of the loss.

6. Precatory Proposals Meet State Law Requirement

Quoting Rule 14a-8:

"Note to paragraph (i)(1): Depending on the subject matter, some proposals are not considered proper under state law if they would be binding on the company if approved by shareholders. In our experience, most proposals that are cast as recommendations or requests that the board of directors take specified action are proper under state law. Accordingly, we will assume that a proposal drafted as a recommendation or suggestion is proper unless the company demonstrates otherwise."

7. Flawed Opinion of Firm

The opinion of Richards, Layton & Finger does not address that this proposal allows for a non-binding vote that applies to all elements of the proposal Thus any shareholder vote on any element of this proposal can simply be ignored by the board.

8. Company belittles its own power

The company fails to note that by nominating directors, it virtually guarantees their election. With the burden of proof on the company, it does not cite any director elected since 1980 or earlier without the company nomination.

With the burden of proof on the company the company speculates, but does not specify, how it could fail to fill the key committees with qualified board members.

9. Company has little or no control over director qualifications?

The company does not address that it can encourage and influence current directors, prospective directors and prospective key board committee members to maintain their independence. The company can also encourage and influence directors and key committee members to leave the board if they compromise their independence. In fact the company could be de-listed from the NYSE if certain directors do not maintain a certain rudimentary level of independence.

Hence the company is in effect erroneously arguing that it may not be cable of maintaining its NYSE listing because it has so minimal control over the qualifications of its directors.

There are significant unresolved differences with the company cited determinations and this shareholder proposal. Ameritech Corp. (December 29, 1994) concerned establishing a "pension investment committee" of the board of directors. The American Telephone & Telegraph Co. determination (December 13, 1985) concerned a retired employee as a company director.

Furthermore, the company erroneously claims it has implemented a proposal it does not understand.

10. UAL Corporation Precedent

A precedent was set in UAL Corporation, (February 9, 2001) that did not object to the following text:

"Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal."

11. Precise text

The following text was timely deleted and submitted to the company:

The reference to the "Shareholder Bill of Rights."

The statement regarding Mr. Friedman.

The statement on Mr. Loeb was timely revised to meet the company request:

"An attorney for many years at a law firm currently used by Mattel."

12. Source: Morningstar.com

The word lap-dog is sourced from Morningstar.com. The company has not provided any evidence that it asked Morningstar.com to retract this text. The company claim then adds its own word "pawn"which is not in the proposal text. If companies are allowed to add disqualifying words to shareholder proposals, the proposals could become extinct.

The $6 billion loss is sourced from Morningstar.com. Again the company has not provided any evidence that it asked Morningstar.com to retract this text.

13. Over-extended company effort?

The company protests about its purported over-extended effort in the reading of 200-words of text, limited to a once-a-year submission. If the company had timely sent out its own letter, it would have saved itself the "burdensome" task of reading 200-words of text.

The company complains again about "expending additional resources evaluating the new version. It claims special consideration for this, while it has been at minimum unprofessional in objecting to the proposal before the mandated period for a shareholder response to the company's own letter.

14. The Company Deadline for No Action Requests is Past

This is to note that the deadline has past for a company request to exclude this proposal. It is therefore requested that any further company information on its no action request be determined as untimely. If the company has further information, this information should be held for the appeal process, if necessary.

The company was guaranteed 40-days to respond to a mere 2-page proposal. Any further company information should be held for the appeal process if necessary.

It is respectfully requested that this correspondent have the closing written response to the Commission since the company had the opening response in the no action procedure.

15. Conclusion

The bottom line of management's no action letter is that management prefers to exclude or micro-edit a constructive proposal that challenges management to further realize the full potential of the company through a higher standard of corporate governance.

For the above reasons it is respectfully requested that the Commission not concur with any of the company claims and that the shareholders have the opportunity to vote on this significant proposal to enhance corporate governance and shareholder value at Mattel, Inc.to enable the company to more fully realize its potential.

Sincerely,

John Chevedden
For Mr. and Mrs. Bernard Schlossman
Shareholders
Mattel, Inc.

cc:

Mr. and Mrs. Bernard Schlossman
Mattel Inc. Directors

Robert Normile (for board and company distribution. Please confirm within 7 days that the board has received prompt distribution.)

It is respectfully requested that the Response of the Office of Chief Counsel be faxed to this correspondent in order to receive notice concurrent with the notice given to the company.

Please acknowledge receipt of this letter by date stamping the first page of the top copy (7th copy) and return it in the pre-stamped Priority Mail envelop.

[LETTER OF INQUIRY 8]

March 8, 2001

Sent via overnight mail/fax (202-942-9525)

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

Re: Mattel, Inc.Stockholder Proposal of Mr. and Mrs. Bernard and Naomi Schlossman

Ladies and Gentlemen:

I am writing to respond to a letter you recently received from John Chevedden, who is the designated proxy of Mr. and Mrs. Schlossman with regard to the above-referenced proposal. Among other things, I want to make certain that you are aware of a recent no-action letter (PG&E (Jan. 22, 2001)) that bears on the resolution of this matter.

On January 18, 2001, I notified you of the intention of Mattel, Inc., a Delaware corporation (the "Company"), to omit from the proxy statement and form of proxy for the Company's 2001 Annual Meeting of Stockholders (together, the "Proxy Materials") the proposal submitted by Mr. and Mrs. Schlossman (who have designated John Chevedden (the "Proponent") as their proxy) to the Company by facsimile on December 29, 2000 (as subsequently amended, the "Proposal"). In my letter to you of January 18, 2001 (the "Request Letter"), I requested the concurrence of the staff of the Division of Corporation Finance (the "Staff") that it would not recommend enforcement action if the Company omitted the Original Proposal from the Proxy Materials.

The Company recently received a copy of a letter sent from the Proponent to the Staff, dated February 22, 2001, and entitled "Shareholder Response to Company No Action Advice RequestIndependent DirectorsMr. and Mrs. Bernard Schlossman, Shareholders" (the "Proponent Response"). In the Proponent Response the Proponent sets forth his reasons why he believes that the Staff should deny the Company's request for no-action relief.

After reviewing the Proponent Response, the Company continues to believe that it may exclude the Proposal from the Proxy Materials for each of the reasons given in its Request Letter: (1) the Proposal, if implemented, would violate the Delaware General Corporation Law (the "DGCL"), to which the Company is subject, and therefore it may be excluded under Rule 14a-8(i)(2); (2) the Company's board of directors lacks the authority to implement the Proposal and therefore it may be excluded under Rule 14a-8(i)(6); (3) the Company has already substantially implemented the Proposal and therefore it may be excluded under Rule 14a-8(i)(10); and (4) the Proposal violates the proxy rules and therefore it may be excluded under Rule 14a-8(i)(3).

The Company's Request Letter set forth our reasons to exclude the Proposal from the Proxy Materials in considerable detail, and rather than restate all of those arguments here I refer you to that letter for a more comprehensive analysis of the Company's position. I would, however, like to respond briefly to a few of the Proponent's arguments, as well as draw the Staff's attention to a recent no-action letter in which the Staff indicated that it would not recommend enforcement action if a registrant excluded a shareholder proposal that was virtually identical to the Proposal in our case. See PG&E (Jan. 22, 2001) (attached hereto as Attachment I).

1. The Proposal, if Adopted, Would Violate State Law.

The final sentence of the Proposal's resolution states "[a]lso, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies." As we noted in section II.E of the Request Letter, this sentence is impermissibly vague and subject to various interpretations. The sentence suggests, however, that modification or repeal of the proposed bylaw would require shareholder approval. Article SIXTH of the Company's charter expressly authorizes the board of directors to alter or repeal the bylaws of the Company. The implementation of the Proposal, therefore, would cause the Company to violate Section 109 of the DGCL by putting in place a bylaw that is not consistent with the Company's Certificate of Incorporation.

The fifth section of the Proponent Response contends that "[t]he proposal does not state that, once enacted, a reversal of this proposal solely requires a vote of the shareholders" (emphasis his). If the Proponent means to suggest that a "change on this proposal topic" will require the approval of both the shareholders and also the board of directors, the Company continues to believe that the Proposal, if implemented, would cause the Company to violate section 109 of the DGCL. The Company's board would no longer have the power unilaterally to alter or repeal the bylaws (as provided by the Company's charter). If the Proponent means to suggest that a vote of the shareholders is not necessarily required to effect a "change on this proposal topic," the Company believes that the Proponent's argument illustrates why the Proposal is worded in an impermissibly vague and misleading way: such an interpretation of the Proposal is not apparent from its language.

The sixth and seventh sections of the Proponent Response suggest that the legal opinion of Richards, Layton & Finger (which was attached to the Request Letter and concluded that the Proposal, if implemented, would cause the Company to violate Delaware law) is flawed because it fails to consider that "any shareholder vote on any element of this proposal can simply be ignored by the board." For the purpose of excluding a shareholder proposal under Rule 14a-8(i)(2), however, the relevant question is whether the recommendation underlying the shareholder's proposal, if adopted, would cause a registrant to violate state law. See Int'l Business Machines Corp. (Feb. 27, 2000). As explained in the opinion of Richards, Layton & Finger, the Proposal recommends the adoption of a bylaw which, if adopted, would cause the company to violate Delaware law. The Company believes, therefore, that it may exclude the Proposal under Rule 14a-8(i)(2).

2. The Company Lacks the Authority to Implement the Proposal.

The election of directors of a Delaware corporation is exclusively the province of the shareholders; it is not within the power of the Company or its Board to guarantee or enforce the election of any particular person or type of person as a director at the annual meeting. If the Proposal were approved, each director who failed to meet the Proponent's standards would be prohibited from serving on the specified key committees, even though that director may be perfectly qualified to serve generally on the board. Thus, the Company may be faced with a situation in which it has a fully-staffed board but has no directors that would be "qualified" under the Proposal to serve on the specified key committees.

The Staff agreed to permit a company to exclude a proposal virtually identical to the Proposal on these grounds in Boeing Co. (Mar. 6, 2000), and again, most recently, in PG&E (Jan. 22, 2001) (the "PG&E Letter"). In the PG&E Letter the shareholder proposal, which also was authored by the Proponent, provided that "PG&E shareholders recommend a bylaw that Independent Directors are appointed for all future openings on Key Board Committees to enhance management oversight. The key board committees include: audit, nomination, and compensation committees." PG&E argued that it was not within the power of the corporation or its board to guarantee or enforce the election of any particular person or type of person as a director at the annual meeting. PG&E concluded that, since its board lacked the authority to implement this proposal, the proposal could be excluded under Rule 14a-8(i)(6). The Staff agreed with this position, finding that "it does not appear to be within the board's power to ensure the election of individuals as director who meet specified criteria." The Proposal in our case contains language substantively identical to the proposal in the PG&E Letter,¹ and in section II.C of our Request Letter we argued, as did PG&E, that the Proposal may be excluded under Rule 14a-8(i)(6). I believe, therefore, that the PG&E Letter further validates our belief that we may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(6).

Sections eight and nine of the Proponent Response, which suggest that "by nominating directors [the Company] virtually guarantees their election," and that the Company can "encourage and influence current directors ... to maintain their independence," are irrelevant to this issue. The Proposal does not address the nomination process whatsoever, nor does it address communications between the Company and its directors. In fact, a version of this argument was also raised by the Proponent,² and rejected by the Staff, in both the PG&E and the Boeing Company no-action requests. See PG&E (Jan. 22, 2001), Boeing Co. (Mar. 6, 2000). Moreover, the board's ability to nominate directors does not guarantee their election, as shareholders have the right to nominate, and elect, directors not nominated by the board. Similarly, any ability of the board to "encourage and influence" directors is not sufficient to guarantee that they will meet specific criteria for independence.

The arguments of the Council of Institutional Investors (the "CII") criticizing the Staff's action in the PG&E Letter, which arguments are attached to the, Proponent Response, suffer from the same defects. Although the CII repeatedly suggests that PG&E had the power to adopt a policy regarding the nomination of independent directors, such a policy was not what the share-holder proposal in the PG&E Letter, or the Proposal in our case, calls for. Instead, these proposals seek to require that all members of the key committees possess certain qualifications. Such a requirement is beyond the power of the directors to effect; under California law in the case of the PG&E letter, and under Delaware law in our (and Boeing's) case, the shareholders have ultimate control over the qualifications of elected directors.

3. The Company Has Already Substantially Implemented the Proposal.

A proposal may be excluded if it will be "substantially implemented" by a company prior to the annual meeting. See Rule 14a-8(i)(10). The resolution of the Proposal calls for a bylaw requiring "independent" directors for each key board committee seat, although the resolution does not provide any definition of the word "independent." The Company believes that its key committees are already, in practice, independent and free from conflicts of interest. None of the members of the Company's key committees is an employee of the Company or has a connection with the Company as a substantial customer or supplier of goods or services, nor is any member of a key committee an officer of a corporation of which an officer of the Company is a director. As the Company explained in detail in its Request Letter, the Staff has, under similar circumstances, permitted the exclusion of a very similar proposal on Rule 14a-8(i)(10) grounds. See AMR Corp. (Apr. 17, 2000).

Section 4 of the Proponent Response suggests that the Company's argument is contrary to the Staff's decision in General Motors Corp. (April 7, 2006) (Apr. 10, 2000). As the Company explained in its Request Letter, however, it believes that the General Motors letter is distinguishable from the AMR letter as well as the present situation because both AMR and the Company have represented that the directors of the key committees referenced in the shareholder resolutions do in fact meet the independence requirements provided in the respective supporting statements.³ As the Company believes that it has substantially implemented the underlying goal of this Proposal, namely, the establishment of committees composed of independent directors whose interests are aligned with those of the shareholders, it believes that it may exclude the Proposal on the basis of Rule 14a-8(i)(10).

4. The Proposal Violates the Proxy Rules.

The Staff has recognized that a proposal may be excluded under Rule 14a-8(i)(3) if "the provisions of the proposal including, but not limited to, the circumstances under which its requirements would apply, are so vague and indefinite and, therefore, potentially misleading that neither shareholders voting on the proposal, nor the Company, would be able to determine with reasonable certainty exactly what action or measures would be required in the event that the proposal was adopted." McDonnell Douglas Corp. (Mar. 10, 1989).

The Company believes that the Proposal may be excluded pursuant to Rule 14a-8(i)(3) for two reasons. First, the resolution of the Proposal, and in particular the final sentence of the resolutionwhich provides that "any change on this proposal topic be put to a shareholder vote"is so vague and indefinite that shareholders voting on the proposal will not be able to determine with reasonable certainty exactly what would be required in the event that the resolution were adopted. It is difficult, if not impossible, to determine what precisely constitutes the "proposal topic," or the nature of the "change" that would trigger the required vote. In section five of the Proponent Response the Proponent identifies yet another ambiguity with his suggestion that perhaps a shareholder vote would not be required to effect a "change" on the proposal topic.⁴

Second, the Proposal contains inaccurate, unsupported or misleading statements of fact. These errors are discussed in detail in the Request Letter, and the Company notes that a number of these misstatements have not been corrected.

* * * * *

For the reasons provided in the Request Letter, as supplemented above, the Company requests the concurrence of the Staff that it will not recommend enforcement action if the Company omits the Proposal from its Proxy Materials. Alternatively, if the entire Proposal may not be omitted, the Company requests the concurrence of the Staff that the Proponent should be required to correct the deficiencies in the Proposal.

I am enclosing six copies of this letter, including Attachment I hereto. Please acknowledge receipt of the enclosed materials by date-stamping the enclosed receipt copy of this letter and returning it in the enclosed return envelope. If the Staff believes that it will not be able to take the no-action position requested above, I would appreciate the opportunity to confer with the Staff prior to the issuance of a negative response. Please feel free to call me at (310) 252-3615 with any questions or comments regarding the foregoing.

Very truly yours,

Bob Normile
Senior Vice President and General Counsel

Attachment

cc: Mr. John Chevedden (w/attachment)
Mr. and Mrs. Bernard and Naomi Schlossman (c/o Mr. John Chevedden)

-----FOOTNOTES-----

1 The Proposal in our case reads: "Mattel shareholders recommend a bylaw requiring independent directors for each key board committee seat. The key board committees are: audit, nominating compensation. Also, require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies."

2 In both cases, the Proponent argued that "[t]he company fails to note that by nominating directors, it virtually guarantees their election."

3 As the Company discussed in detail in section II.D of the Request Letter, certain members of the Company's key committees own significant amounts of stock in the Company, had brief prior tenures as employees of the Company (specifically, Mr. Ronald Loeb served as an Acting CEO for fifteen weeks on an emergency basis after the departure of Ms. Jill Barad in February, 2000), or have tangential links to the Company through charity work (specifically, Dr. Andrea Rich serves as an executive for a not-for-profit entity to which Mattel has contributed approximately $40,000 over the past four years). The Company does not believe that these relationships undermine the independence of directors; indeed, the Company believes that the significant shareholdings of its directors makes their interests more, and not less, aligned with those of other shareholders.

4 The Company is aware that, subsequent to the filing of its Request Letter, the Staff denied no-action relief in UAL Corp. (Feb. 9, 2001), in which the resolution, also authored by the Proponent, contained the language "require that any change on this proposal topic be put to shareholder voteas a separate proposal." The Company notes, however, that the resolution in the UAL letter dealt with a much simpler subject: the reinstatement of simple majority vote. In our case, the vague language is susceptible to significantly more variation in interpretation, including whether a shareholder vote is needed if the membership on key committees changes, or if there are changes in the Company's definition of "independence." In addition, as the Proponent himself suggests in section five of the Proponent Response, it is not clear whether a vote of the shareholders is, in fact, required at all to effect a change on the proposal topic.

[LETTER OF INQUIRY 9]

March 12, 2001

Office of Chief Counsel
Mail Stop 4-2
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Mattel, Inc. (MAT)
Shareholder Response to Company No Action

Independent Directors
Mr. and Mrs. Bernard Schlossman, Shareholders

Ladies and Gentlemen:

Not only has the company earlier submitted its rule 14a-8 arguments without waiting for the shareholder to reply to the company's own letter, it continues to submit rule 14a-8 claims. In such a case it could be considered that the Commission would have additional time to reach a decision. This is to respectfully request that this correspondent have the opportunity to submit the closing written response to the company claims, since the company had the opportunity to make the initial request. It is respectfully requested that this correspondent be notified if the response, now under preparation, needs to be expedited to meet the Commission's schedule.

Simple and inexpensive way

The Rule 14a-8 shareholder proposal rules are intended to provide a simple and inexpensive-way for shareholders of a particular corporation to make their views known to other shareholders of the same corporation and to enlist support for those views.

It is respectfully requested that this correspondent have ample time to respond to the repeated letters from the professional company staff with the support of expensive data-bank resources.

Sincerely,

John Chevedden
For Mr. and Mrs. Bernard Schlossman
Shareholders, Mattel, Inc.

cc:

Mr. and Mrs. Bernard Schlossman
Mattel Inc. Directors
Robert Normile (for board and company distribution).

[LETTER OF INQUIRY 10]

March 15, 2001

Office of Chief Counsel
Mail Stop 4-2
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Mattel, Inc. (MAT)
Shareholder Response to Company No Action

Independent Directors
Mr. and Mrs. Bernard Schlossman, Shareholders

Ladies and Gentlemen:

This is in response to the company March 8, 2001 letter.

The company has implemented a proposal it cannot understand?

The company's Delaware law claim is based on the company words of "if" combined with "suggestion."

In contradiction the company claims that the proposal has been implemented, yet part of proposal dealing with a shareholder vote is claimed to be incomprehensible. How can a company implement a proposal it cannot understand?

Most proxy-published shareholder proposals are claimed to be a violation of Delaware law?

The company interpretation is that, once the shareholders are permitted to cast a non-binding vote, that takes away the unilateral power of the board to alter or repeal the bylaws. Following this company claim to its logical conclusionmost shareholder proposals published in the definitive proxy statements of public companies are a violation of Delaware lawwhen the proposals express a viewpoint on the rules the board has the power to establish.

The text "Also require that any change on this proposal topic be put to shareholder voteas a separate proposal and apply to successor companies" does not specify a binding vote, nor does it specify any margin of vote for the vote to have any impactmerely that shareholders have the opportunity to vote.

The company builds its purported claim by adding its own words to the proposal: "will require." The board can only add words to the proposal after the shareholders cast their non-binding votenot before.

By adding words to the proposal now the company seems to demonstrate its implicit understanding of the board's power to add words to a non-binding proposal.

The company is blatantly inconsistent. In one part of its claim the vote is a bind