MATTEL INC /DE/ — Director's Dealing 2011

Apr 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-04-27

Reporting Person: FRIEDMAN TULLY M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-27	Common stock	M	10000	$15.95	Acquired	19161	Direct
2011-04-27	Common stock	S	10000	$26.9508	Disposed	9161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-27	Employee Stock Option - Right to Buy	$15.95	M	10000	Disposed	2011-05-09	Common stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	100000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $26.95 to $26.951. 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.

F2: Tully M. Friedman Revocable Trust UAD 1/30/80.