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: BEARD EUGENE P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-13	Phantom stock	$	A	3480	Acquired		Common stock (3480)	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 Mr. Beard's phantom stock account will be in the form of shares of Mattel, Inc. common stock equal to the value of the phantom stock account.

F2: The phantom stock units will be settled in Mattel, Inc. common stock after Mr. Beard 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.