MATTEL INC /DE/ — Director's Dealing 2006

Aug 8, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2006-08-04

Reporting Person: FRIEDMAN NEIL (President, Mattel Brands)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-04	Common stock	M	400000	$10.375	Acquired	414000	Direct
2006-08-04	Common stock	S	300000	$18.0496	Disposed	114000	Direct
2006-08-07	Common stock	S	100000	$18.1509	Disposed	14000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-04	Employee Stock Option - right to buy	$10.375	M	400000	Disposed	2010-02-01	Common stock (400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	3052	Indirect

Footnotes

F1: As of August 7, 2006, Mr. Friedman had a balance of $58,563 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("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.