MATTEL INC /DE/ — Director's Dealing 2011

Feb 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-02-04

Reporting Person: WHITE KATHY BRITTAIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-04	Common stock	M	15000	$18.00	Acquired	28018	Direct
2011-02-04	Common stock	S	15000	$25.0366	Disposed	13018	Direct
2011-02-04	Common stock	M	5000	$20.10	Acquired	18018	Direct
2011-02-04	Common stock	S	5000	$25.0366	Disposed	13018	Direct
2011-02-04	Common stock	M	7000	$19.43	Acquired	20018	Direct
2011-02-04	Common stock	S	7000	$25.0366	Disposed	13018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-04	Employee Stock Option - Right to Buy	$18.00	M	15000	Disposed	2011-12-17	Common stock (15000)	Direct
2011-02-04	Employee Stock Option - Right to Buy	$20.10	M	5000	Disposed	2012-05-23	Common stock (5000)	Direct
2011-02-04	Employee Stock Option - Right to Buy	$19.43	M	7000	Disposed	2012-08-30	Common stock (7000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.00 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.