MATTEL INC /DE/ — Director's Dealing 2010

Mar 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2010-03-29

Reporting Person: STOCKTON BRYAN (President International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-29	Common stock	M	45000	$15.50	Acquired	60533	Direct
2010-03-29	Common stock	S	45000	$23.1212	Disposed	15533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Employee Stock Option - Right to Buy	$15.50	M	45000	Disposed	2010-11-07	Common stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	6315	Indirect
Common stock	3212	Indirect

Footnotes

F1: The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F2: The sale occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1. This transaction was executed in multiple trades at prices ranging from $23.025 to $23.26. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F3: As of March 29, 2010, the reporting person had a balance of $145,816 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.

F4: Mr. Stockton as trustee of the Bryan G. Stockton Living Trust.