MATTEL INC /DE/ — Director's Dealing 2008

Aug 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-08-01

Reporting Person: KAYE ALAN (Sr. VP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-01	Common stock	M	6250	—	Acquired	6250	Direct
2008-08-01	Common stock	F	2860	$20.48	Disposed	3390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-01	Restricted Stock Units	$	M	6250	Disposed		Common stock (6250)	Direct
2008-08-01	Stock option - right to buy	$20.48	A	70360	Acquired	2018-08-01	Common stock (70360)	Direct
2008-08-01	Restricted Stock Units	$	A	13021	Acquired		Common stock (13021)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	4698	Indirect

Footnotes

F1: As reported on a Form 4 dated August 1, 2006 and filed on August 2, 2006, the reporting person received a grant of 12,500 Restricted Stock Units ("RSUs" or "Units") on August 1, 2006. On August 1, 2008, 50% of these RSUs vested.

F2: Pursuant to the terms of the August 1, 2006 RSU grant, 2,860 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding.

F3: As of July 31, 2008, Mr. Kaye had a balance of $100,198 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.

F4: 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.

F5: 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.

F6: 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.