MATTEL INC /DE/ — Director's Dealing 2005

Feb 22, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-02-17

Reporting Person: KAYE ALAN (Sr. VP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-17	Common stock	M	50000	$10.375	Acquired	50000	Direct
2005-02-17	Common stock	S	50000	$21.3138	Disposed	0	Direct
2005-02-18	Common stock	M	50000	$10.375	Acquired	50000	Direct
2005-02-18	Common stock	S	50000	$21.2679	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-17	Stock option (right to buy)	$10.375	M	50000	Disposed	2010-02-01	Common stock (50000)	Direct
2005-02-18	Stock option (right to buy)	$10.375	M	50000	Disposed	2010-02-01	Common stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2438	Indirect

Footnotes

F1: As of February 17, 2005, Mr. Kaye had a balance of $51,896 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan (the "PIP"). The assets in the Mattel Stock Fund include cash amounts as well as shares of Mattel common stock. The number of shares has been calculated by the plan administrator for the PIP.