MATTEL INC /DE/ — Director's Dealing 2004

Mar 22, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-03-20

Reporting Person: TOPHAM HERBERT SCOTT (Vice President and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	4500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy) Granted on 6/29/2001	$18.92	2011-06-29	Common stock (7500)		Direct
Employee Stock Option (right to buy) Granted on 5/22/2002	$20.04	2012-05-22	Common stock (20000)		Direct
Employee Stock Option (right to buy) Granted on 7/31/2003	$19.43	2013-07-31	Common stock (20000)		Direct
Employee Stock Option (right to buy) Granted on 3/11/2004	$17.90	2014-03-11	Common stock (5000)		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.