MATTEL INC /DE/ — Director's Dealing 2011

Feb 11, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2010-12-31

Reporting Person: FRIEDMAN TULLY M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-12	Phantom stock	$	A	5184	Acquired		Common stock (5184)	Direct

Footnotes

F1: Distributions from the reporting person's phantom stock account will be in the form of shares of Mattel, Inc. common stock equal in value to the value of the phantom stock account.

F2: The phantom stock units will be settled in shares of Mattel, Inc. common stock following the reporting person's separation from service with Mattel, Inc.