MATTEL INC /DE/ — Director's Dealing 2011

Jul 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-06-30

Reporting Person: KAYE ALAN (EVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common stock	M	75000	$19.43	Acquired	75000	Direct
2011-06-30	Common stock	S	75000	$27.45	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-30	Employee Stock Option - Right to Buy	$19.43	M	75000	Disposed	2013-07-31	Common stock (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	18800	Indirect
Common stock	7397	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: The Kaye Living Trust, dated March 31, 1992

F4: As of June 30, 2011, the reporting person had a balance of $203,347 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.