MATTEL INC /DE/ — Director's Dealing 2008

Sep 17, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-09-08

Reporting Person: DOUGLAS DIANNE (SVP Investor Relations &Treas)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2748	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option - right to buy	$20.04	2012-05-22	Common stock (27500)		Direct
Stock option - right to buy	$19.43	2013-07-31	Common stock (27500)		Direct
Stock option - right to buy	$16.96	2014-04-30	Common stock (30000)		Direct
Stock option - right to buy	$18.71	2015-08-01	Common stock (55000)		Direct
Restricted stock units	$		Common stock (7000)		Direct
Stock option - right to buy	$17.94	2016-08-01	Common stock (20000)		Direct
Restricted stock units	$		Common stock (7000)		Direct
Stock option - right to buy	$23.58	2017-08-01	Common stock (15000)		Direct
Restricted stock units	$		Common stock (6104)		Direct
Stock option - right to buy	$20.48	2018-08-01	Common stock (32982)		Direct

Footnotes

F1: The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding.

F2: The RSUs were granted on August 1, 2006 pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights.

F3: The option was granted on August 1, 2006 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.

F4: The RSUs were granted on August 1, 2007 pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights.

F5: The option was granted on August 1, 2007 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.

F6: The RSUs were granted on August 1, 2008 pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights.

F7: The option was granted on August 1, 2008 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant.