MATTEL INC /DE/ — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-01-31

Reporting Person: Massingberd Geoff (EVP International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	10000	$20.04	Acquired	61853	Direct
2012-01-31	Common Stock	S	10000	$30.06	Disposed	51853	Direct
2012-01-31	Common Stock	M	32000	$19.43	Acquired	83853	Direct
2012-01-31	Common Stock	S	32000	$30.06	Disposed	51853	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Employee Stock Option - Right to Buy	$20.04	M	10000	Disposed	2012-05-22	Common Stock (10000)	Direct
2012-01-31	Employee Stock Option - Right to Buy	$19.43	M	32000	Disposed	2013-07-31	Common Stock (32000)	Direct

Footnotes

F1: The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F2: The sale occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.