MATTEL INC /DE/ — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-02-25

Reporting Person: KILPIN TIMOTHY J. (EVP Mattel Brands El Segundo)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common stock	M	30000	$19.36	Acquired	71567	Direct
2011-02-25	Common stock	S	30000	$25.0009	Disposed	41567	Direct
2011-02-25	Common stock	M	15000	$16.96	Acquired	56567	Direct
2011-02-25	Common stock	S	15000	$25.0009	Disposed	41567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Employee Stock Option - Right to Buy	$19.36	M	30000	Disposed	2013-10-31	Common stock (30000)	Direct
2011-02-25	Employee Stock Option - Right to Buy	$16.96	M	15000	Disposed	2014-04-30	Common stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2903	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.02. 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: As of February 25, 2011, the reporting person had a balance of $72,349 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.