MATTEL INC /DE/ — Director's Dealing 2008

May 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2008-05-11

Reporting Person: RICH ANDREA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-11	Common stock	M	1000	—	Acquired	12059	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-11	Restricted Stock Units	$	M	1000	Disposed		Common stock (1000)	Direct

Footnotes

F1: As reported on a Form 4 dated May 11, 2006, and filed May 15, 2006, the reporting person received a grant of 2,000 Restricted Stock Units ("RSUs") on May 11, 2006. On May 11, 2008, 50% of these RSUs vested, resulting in the issuance of 1,000 shares of Mattel common stock.