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MATTEL INC /DE/ Director's Dealing 2004

Oct 5, 2004

30976_dirs_2004-10-05_84035988-68d5-4cb8-b89d-fe4e65948b6b.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-10-04

Reporting Person: FRIEDMAN TULLY M (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-09-30 Phantom stock $ A 248 Acquired Common stock (248) Direct

Footnotes

F1: Distributions from Mr. Friedman's phantom stock account will be in the form of shares of Mattel, Inc. common stock equal in value to the value of the phantom stock account.

F2: This amended Form 4 is being filed to correct the following errors on the Form 4 that was originally filed: (a) the number of derivative securities acquired is 248, not 303; (b) the amount of underlying shares of common stock is 248, not 303; and (c) the number of derivative securities beneficially owned following the reported transaction is 85,556 not 85,611. The mistakes in the original filing were the result of administrative errors on the part of Mattel, Inc.

F3: The phantom stock units will be settled in Mattel, Inc. common stock after Mr. Friedman ceases to be a member of the Board of Directors of Mattel, Inc.