MATTEL INC /DE/ — Director's Dealing 2004

Jul 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-07-26

Reporting Person: LOEB RON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-26	Common stock	M	100000	$10.50	Acquired	183545	Direct
2004-07-26	Common stock	S	100000	$17.0902	Disposed	83545	Direct
2004-07-26	Common stock	M	10000	$14.6875	Acquired	93545	Direct
2004-07-26	Common stock	S	10000	$17.0902	Disposed	83545	Direct
2004-07-26	Common stock	M	7500	$15.95	Acquired	91045	Direct
2004-07-26	Common stock	S	7500	$17.0902	Disposed	83545	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-26	Stock option (right to buy)	$10.50	M	100000	Disposed	2010-02-03	Common stock (100000)	Direct
2004-07-26	Stock option (right to buy)	$14.6875	M	10000	Disposed	2010-06-07	Common stock (10000)	Direct
2004-07-26	Stock option (right to buy)	$15.95	M	7500	Disposed	2011-05-09	Common stock (7500)	Direct

Footnotes

F1: Mr. Loeb will attain the age of 72 prior to Mattel's 2005 Annual Meeting of Stockholders and thus, consistent with Mattel's retirement policy for directors, will retire from the Board of Directors by the date of such meeting. Mr. Loeb's options that have not vested by his retirement date will expire on such date, and Mr. Loeb's options that have vested and are outstanding on his retirement date will expire 90 days after such date.

F2: The date of grant for this option was May 9, 2001. The option became exercisable as to 2,500 shares on each of May 9, 2002, May 9, 2003 and May 9, 2004. The option becomes exercisable as to the remaining 2,500 shares on May 9, 2005.