MATTEL INC /DE/ — Director's Dealing 2010

Feb 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2010-02-23

Reporting Person: RICH ANDREA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-23	Common stock	M	5000	$14.6875	Acquired	20118	Direct
2010-02-23	Common stock	S	5000	$21.8205	Disposed	15118	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-23	Common stock - right to buy	$14.6875	M	5000	Disposed	2010-06-07	Common stock (5000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.82 to $21.825. 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.