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MATTEL INC /DE/ Director's Dealing 2008

May 19, 2008

30976_dirs_2008-05-19_042b0cec-a3f6-4c6d-86d9-cc8b8420e630.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-05-19

Reporting Person: SULLIVAN G CRAIG (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-05-19 Common stock M 1059 Acquired 3118 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-19 Restricted Stock Units $ M 1059 Disposed Common stock (1059) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 10000 Indirect
Common stock 10000 Indirect
Common stock 4600 Indirect

Footnotes

F1: As reported on a Form 4 dated and filed May 19, 2005, the reporting person received a grant of 2,000 Restricted Stock Units ("RSUs" or "Units") with dividend equivalent rights on May 19, 2005. As reported on a Form 4 dated May 19, 2007, and filed on May 22, 2007, 50% of these RSUs vested on May 19, 2007, along with 50% of the additional 118 Units that the reporting person had received pursuant to dividend equivalent rights. On May 19, 2008, the remaining 50% of these RSUs vested, along with the remaining 50% of the 118 Units that the reporting person had received pursuant to dividend equivalent rights, resulting in the issuance of 1,059 shares of Mattel common stock.

F2: G. Craig Sullivan Living Trust dated September 3, 1991.

F3: Craig and Maureen Sullivan Living Trust, amended and restated May 26, 2007.

F4: Maureen O'Brien Sullivan Living Trust dated May 14, 1993.