MATTEL INC /DE/ — Director's Dealing 2011

Oct 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-10-27

Reporting Person: STOCKTON BRYAN (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-27	Common stock	M	25000	$20.04	Acquired	122475	Direct
2011-10-27	Common stock	S	25000	$29.00	Disposed	97475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-27	Employee Stock Option - Right to Buy	$20.04	M	25000	Disposed	2012-05-22	Common stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	6661	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.

F3: As of October 27, 2011, the reporting person had a balance of $194,419.90 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.