MATTEL INC /DE/ — Director's Dealing 2010

Feb 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2010-02-18

Reporting Person: FARR KEVIN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-18	Common stock	M	25000	$11.875	Acquired	53221	Direct
2010-02-18	Common stock	S	25000	$21.7381	Disposed	28221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-18	Employee Stock Option - Right to Buy	$11.875	M	25000	Disposed	2010-03-30	Common stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	12643	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.73 to $21.7411. 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.

F2: As of February 18, 2010, the reporting person had a balance of $276,887 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.