MATTEL INC /DE/ — Director's Dealing 2005

Oct 18, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-10-18

Reporting Person: FRIEDMAN NEIL (President, Mattel Brands)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-18	Restricted Stock Units	$	A	25000	Acquired		Common Stock (25000)	Direct

Footnotes

F1: The Restricted Stock Units (the "RSUs" or the "Units") were granted pursuant to the Mattel, Inc. 2005 Equity Compensation Plan. Each Unit represents a contingent right to receive one share of Common Stock. The RSUs are accompanied by dividend equivalents, which are automatically reinvested (resulting in automatic increases in the number of Units) and are subject to the same vesting schedule as the RSUs.

F2: The RSUs vest as to 100% of the Units on the third anniversary of the date of grant. For each Unit vesting on such date, Mr. Friedman will receive one share of Common Stock, subject to tax withholding.