MATTEL INC /DE/ — Director's Dealing 2008

Jun 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-05-29

Reporting Person: PRABHU VASANT M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-29	Common stock	A	1592	$20.41	Acquired	1592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-29	Stock options	$20.41	A	4500	Acquired	2018-05-29	Common stock (4500)	Direct
2008-05-29	Restricted Stock Units	$	A	2000	Acquired		Common stock (2000)	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 May 29, 2008; Mr. Prabhu elected in advance to receive such amount in shares of Common Stock rather than cash.

F2: This option was granted on May 29, 2008, pursuant to the 2005 Plan. The option vests and becomes exercisable as to (a) 33% of the shares on the earlier of (i) the day before the first annual meeting of Mattel's stockholders ("Annual Meeting") that occurs after the grant date or (ii) the first anniversary of the grant date; (b) an additional 33% of the shares on the earlier of (i) the day before the second Annual Meeting that occurs after the grant date or (ii) the second anniversary of the grant date; and (c) the remaining 34% of the shares on the earlier of (i) the day before the third Annual Meeting that occurs after the grant date or (ii) the third anniversary of the grant date.

F3: The Restricted Stock Units ( "RSUs" or "Units") were granted on May 29, 2008, pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the vesting date). The RSUs are accompanied by dividend equivalent rights.

F4: The RSUs vest as to (a) 50% of the Units on the earlier of (i) the day before the second Annual Meeting that occurs after the grant date or (ii) the second anniversary of the grant date; and (b) the remaining 50% of the Units on the earlier of (i) the day before the third Annual Meeting that occurs after the grant date or (ii) the third anniversary of the grant date. On each vesting date, for each vested Unit, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the vesting date).