MATTEL INC /DE/ — Director's Dealing 2006

Aug 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2006-08-01

Reporting Person: FRIEDMAN NEIL (President, Mattel Brands)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-01	Common stock - right to buy	$17.94	A	150000	Acquired	2016-08-01	Common stock (150000)	Direct
2006-08-01	Restricted Stock Units	$	A	50000	Acquired		Common stock (50000)	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 equivalent rights.

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.