MATTEL INC /DE/ — Director's Dealing 2004

Jul 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-06-30

Reporting Person: FRIEDMAN TULLY M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-30	Phantom stock	$	A	411	Acquired		Common stock (411)	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: 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.