MATTEL INC /DE/ — Director's Dealing 2008

Nov 25, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-21	Phantom stock	$	I	21891	Acquired		Common stock (21891)	Direct

Footnotes

F1: 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.