MATTEL INC /DE/ — Director's Dealing 2011

Aug 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-08-30

Reporting Person: SADIGH MANDANA (SVP Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-30	Common stock	M	10000	$20.04	Acquired	10000	Direct
2011-08-30	Common stock	S	10000	$27.0187	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-30	Employee Stock Option - Right to Buy	$20.04	M	10000	Disposed	2012-05-22	Common stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	24874	Indirect
Common stock	2338	Indirect

Footnotes

F1: The Ahmadi Family Trust, dated January 29, 1999.

F2: This transaction was executed in multiple trades at prices ranging from $27.00 to $27.03. 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 August 30, 2011, the reporting person had a balance of $63,725 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The assets in the Mattel Stock Fund include cash amounts as well as shares of Mattel common stock. The number of shares has been calculated by the plan administrator for the PIP.