MATTEL INC /DE/ — Director's Dealing 2004

Jan 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2004-01-21

Reporting Person: BEARD EUGENE P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	Phantom stock	$	A	1053	Acquired		Common stock (1053)	Direct

Footnotes

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