MATTEL INC /DE/ — Director's Dealing 2011

Jul 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-07-01

Reporting Person: STOCKTON BRYAN (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common stock	M	24649	$20.04	Acquired	110852	Direct
2011-07-01	Common stock	S	24649	$28.00	Disposed	86203	Direct
2011-07-05	Common stock	M	351	$20.04	Acquired	86554	Direct
2011-07-05	Common stock	S	351	$28.04	Disposed	86203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-01	Employee Stock Option - Right to Buy	$20.04	M	24649	Disposed	2012-05-22	Common stock (24649)	Direct
2011-07-05	Employee Stock Option - Right to Buy	$20.04	M	351	Disposed	2012-05-22	Common stock (351)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	6613	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 July 5, 2011, the reporting person had a balance of $184,573 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.