MATTEL INC /DE/ — Director's Dealing 2008

Oct 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-10-18

Reporting Person: FRIEDMAN NEIL (President, Mattel Brands)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-18	Common stock	M	25757	—	Acquired	53637	Direct
2008-10-18	Common stock	F	11458	$14.45	Disposed	42179	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-18	Restricted Stock Units	$	M	25757	Disposed		Common stock (25757)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	3464	Indirect

Footnotes

F1: As reported on a Form 4 dated as of and filed on October 18, 2005, the reporting person received a grant of 25,000 Restricted Stock Units ("RSUs" or Units") on October 18, 2005 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan. On October 18, 2008, 100% of these RSUs vested, along with 757 additional Units the reporting person received pursuant to dividend equivalent rights, resulting in the issuance of 25,757 shares of Mattel common stock.

F2: Pursuant to the terms of the October 18, 2005 RSU grant, 11,458 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As of October 19, 2008, Mr. Friedman had a balance of $50,060 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). 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.