MATTEL INC /DE/ — Director's Dealing 2004

May 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-04-30

Reporting Person: KERNER DOUGLAS (SVP and Corporate Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-30	Stock option (right to buy)	$16.96	A	35000	Acquired	2014-04-30	Common stock (35000)	Direct

Footnotes

F1: The option becomes exercisable as to 10% of the shares six months after the grant date, as to an additional 10% of the shares one year after the grant date, and as to an additional 20% of the shares every six months thereafter; the option becomes fully exercisable on the third anniversary of the grant date.