MATTEL INC /DE/ — Director's Dealing 2008

Oct 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-09-30

Reporting Person: PRABHU VASANT M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-30	Common stock	A	970	$18.04	Acquired	2562	Direct

Footnotes

F1: This grant of shares of Common Stock was made pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan") in lieu of an amount of cash compensation that Mr. Prabhu otherwise would have received for service on the Mattel, Inc. Board of Directors, payable on September 30, 2008; Mr. Prabhu elected in advance to receive such amount in shares of Common Stock rather than cash.