MATTEL INC /DE/ — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-02-09

Reporting Person: STOCKTON BRYAN (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common stock	F	43290	$25.71	Disposed	86203	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	6511	Indirect

Footnotes

F1: Represents shares of Mattel common stock that were automatically withheld at vesting of restricted stock units previously earned as of February 1, 2011, to cover required tax withholding.

F2: As of February 9, 2011, the reporting person had a balance of $167,405 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.