MATTEL INC /DE/ — Director's Dealing 2005

May 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-05-19

Reporting Person: VOGELSTEIN JOHN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-19	Common stock - right to buy	$18.81	A	6000	Acquired	2015-05-19	Common stock (6000)	Direct
2005-05-19	Restricted Stock Units	$	A	2000	Acquired		Common stock (2000)	Direct

Footnotes

F1: The option was granted pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.

F2: The Restricted Stock Units (the "RSUs" or the "Units") were granted pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share). 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.

F3: The RSUs vest as to 50% of the Units on the second anniverary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding.