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MATTEL INC /DE/ Director's Dealing 2008

Nov 25, 2008

30976_dirs_2008-11-25_1c5080e0-a8ed-4b6d-b45c-c9e966171e28.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-11-21

Reporting Person: STOCKTON BRYAN (President International)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-21 Common stock I 1542 $11.42 Acquired 5406 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-21 Phantom stock $ I 6842 Acquired Common stock (6842) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 3212 Indirect
Common stock 4611 Direct

Footnotes

F1: On November 21, 2008, Mr. Stockton transferred $19,209 into the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"), from other funds in the PIP and his balance in the Mattel Stock Fund after this transfer was $67,332. 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.

F2: Mr. Stockton as trustee of the Bryan G. Stockton Living Trust.

F3: Each share of phantom stock is the economic equivalent of one share of Mattel common stock. Shares of phantom stock are payable in Mattel common stock following termination of the reporting person's employment with Mattel.