MATTEL INC /DE/ — Director's Dealing 2005

May 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-05-18

Reporting Person: KERNER DOUGLAS (SVP and Corporate Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-18	Stock option (right to buy)	$18.71	A	25000	Acquired	2015-05-18	Common stock (25000)	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.