MATTEL INC /DE/ — Director's Dealing 2012

Jan 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-01-25

Reporting Person: BROTHERS ELLEN L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-25	Common Stock	M	16250	$20.04	Acquired	49663	Direct
2012-01-25	Common Stock	S	16250	$29.49	Disposed	33413	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-25	Employee Stock Option - Right to Buy	$20.04	M	16250	Disposed	2012-05-22	Common Stock (16250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9378	Indirect

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.

F3: As of January 25, 2012 the reporting person had a balance of $276,930.50 in the Mattel Stock Fund of Mattel's 401(k) Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.