MATTEL INC /DE/ — Director's Dealing 2005

Feb 7, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-02-03

Reporting Person: ECKERT ROBERT (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-03	Common stock	P	5000	$20.0654	Acquired	5000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Deferrable restricted stock units	685468	Direct

Footnotes

F1: The Eckert Family Trust dated January 31, 2002; Robert A. Eckert and Kathleen M. Eckert, trustees.

F2: The deferrable restricted stock units were reported as "Restricted Stock" on a Form 4 filed in June 2000. The terms of the deferrable restricted stock units are described in the following documents, which are on file with the Securities and Exchange Commission: Executive Employment Agreement dated October 18, 2000 between Mattel, Inc. and Robert A. Eckert (filed as Exhibit 10.10 to Mattel's Annual Report on Form 10-K for the year ended December 31, 2000); Proxy Statement for the 2001 Annual Meeting of Stockholders (under the headings "Employment and Severance Agreements - Employment Agreement with Robert A. Eckert"); and the Proxy Statements for the 2002, 2003 and 2004 Annual Meetings of Stockholders (under the headings "Employment Agreements - Employment Agreement with Robert A. Eckert").