MATTEL INC /DE/ — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2005-12-31

Reporting Person: FRIEDMAN TULLY M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Phantom stock	$	A	348	Acquired		Common stock (348)	Direct

Footnotes

F1: Distributions from Mr. Friedman's phantom stock account will be in the form of shares of Mattel, Inc. common stock equal in value to the value of the phantom stock account.

F2: The phantom stock units will be settled in Mattel, Inc. common stock after Mr. Friedman ceases to be a member of the Board of Directors of Mattel, Inc.