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: KAYE ALAN (EVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common stock	S	10000	$24.9702	Disposed	38491	Indirect
2011-02-28	Common stock	S	19691	$25.0441	Disposed	18800	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	7281	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $24.96 to $24.98. 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: This transaction was executed in multiple trades at prices ranging from $24.96 to $25.10. 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: The Kaye Living Trust, dated March 31, 1992

F4: As of February 25, 2011, the reporting person had a balance of $181,448 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.