MATTEL INC /DE/ — Director's Dealing 2006

Mar 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2006-03-16

Reporting Person: NG DOMINIC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-16	Common stock - right to buy	$17.08	A	7500	Acquired	2016-03-16	Common stock (7500)	Direct
2006-03-16	Restricted Stock Units	$	A	2500	Acquired		Common stock (2500)	Direct

Footnotes

F1: The option was granted pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option is immediately vested in full.

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 on the third anniversary of the date of grant. On the vesting date, the reporting person will receive one share of Common Stock for each Unit (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.