MATTEL INC /DE/ — Director's Dealing 2004

Oct 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-10-21

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-21	Common stock	M	6250	$16.16	Acquired	11250	Direct
2004-10-21	Common stock	S	6250	$17.48	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-21	Stock option (right to buy)	$16.16	M	6250	Disposed	2005-01-04	Common stock (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	10214	Indirect

Footnotes

F1: As of October 21, 2004, Mr. Farr had a balance of $178,032.75 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan (the "PIP"). The assets in the Mattel Stock Fund include cash amounts as well as shares of Mattel common stock. The number of shares has been calculated by the plan administrator for the PIP.