MATTEL INC /DE/ — Director's Dealing 2011

Oct 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-10-26

Reporting Person: BROTHERS ELLEN L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-26	Common stock	M	16250	$20.04	Acquired	49663	Direct
2011-10-26	Common stock	S	16250	$28.49	Disposed	33413	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-26	Employee Stock Option - Right to Buy	$20.04	M	16250	Disposed	2012-05-22	Common stock (16250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	9308	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 26, 2011, the reporting person had a balance of $264,910.28 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.