MATTEL INC /DE/ — Director's Dealing 2004

May 14, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-05-13

Reporting Person: WHITE KATHY BRITTAIN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-13	Phantom stock	$	A	1160	Acquired		Common stock (1160)	Direct
2004-05-13	Common stock - right to buy	$17.24	A	12000	Acquired	2014-05-13	Common stock (12000)	Direct

Footnotes

F1: Distributions from Ms. White'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 Ms. White ceases to be a member of the Board of Directors of Mattel, Inc.

F3: The option becomes exercisable in 25% annual increments on each anniversary of the date of grant and becomes fully exercisable on the fourth anniversary of the date of grant.