MATTEL INC /DE/ — Director's Dealing 2005

Aug 31, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-08-29

Reporting Person: Salop Michael Alan (Treasurer & SVP Ext. Affairs)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option (right to buy) Granted on 1/17/1996	$24.70	2006-01-17	Common stock (6250)		Direct
Employee stock option (right to buy) Granted on 2/6/1997	$25.75	2007-02-06	Common stock (7500)		Direct
Employee stock option (right to buy) Granted on 2/6/1997	$25.75	2007-02-06	Common stock (7500)		Direct
Employee stock option (right to buy) Granted on 2/5/1998	$42.00	2008-02-05	Common stock (20000)		Direct
Employee stock option (right to buy) Granted on 1/14/1999	$22.50	2009-01-14	Common stock (20000)		Direct
Employee stock option (right to buy) Granted on 2/1/2000	$10.375	2010-02-01	Common stock (5000)		Direct
Employee stock option (right to buy) Granted on 1/31/2001	$14.86	2011-01-31	Common stock (20000)		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 (15000)		Direct
Employee stock option (right to buy) Granted on 4/30/2004	$16.96	2014-04-30	Common stock (15000)		Direct
Employee stock option (right to buy) Granted on 8/1/2005	$18.71	2015-08-01	Common stock (20000)		Direct

Footnotes

F1: The option became exercisable as to 10% of the shares on 1/31/2004, as to an additional 10% of the shares on 7/31/2004, and as to an additional 20% of the shares on each of 1/31/2005 and 7/31/2005; the option becomes exercisable as to an additional 20% of the shares on 1/31/2006 and becomes fully exercisable on the third anniversary of the grant date.

F2: The option became exercisable as to 10% of the shares on 10/31/2004, as to an additional 10% of the shares on 4/30/2005, and becomes exercisable 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.

F3: 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.