Sec Form 4 Filing - DOUGLAS DIANNE @ MATTEL INC /DE/ - 2010-08-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DOUGLAS DIANNE 2. Issuer Name and Ticker or Trading Symbol MATTEL INC /DE/ [ MAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Investor Relations & Treas (Last) (First) (Middle) 333 CONTINENTAL BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2010 (Street) EL SEGUNDO, CA90245 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 08/01/2010 M 3,500 A 10,913 D Common stock 08/01/2010 F 1,284 ( 2 ) D $ 21.16 9,629 D Common stock 08/01/2010 M 3,052 A 12,681 D Common stock 08/01/2010 F 1,120 ( 4 ) D $ 21.16 11,651 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/01/2010 M 3,500 ( 1 ) ( 1 ) Common stock 3,500 $ 0 0 D Restricted Stock Units ( 3 ) 08/01/2010 M 3,052 ( 3 ) ( 3 ) Common stock 3,052 $ 0 3,052 D Stock option - right to buy $ 21.5 08/02/2010 A 20,964 ( 5 ) 08/02/2020 Common stock 20,964 $ 0 20,964 D Restricted Stock Units ( 6 ) 08/02/2010 A 4,651 ( 7 ) ( 7 ) Common stock 4,651 $ 0 4,651 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOUGLAS DIANNE 333 CONTINENTAL BOULEVARD EL SEGUNDO, CA90245 SVP Investor Relations & Treas Signatures /s/ Andrew Paalborg, Attorney-in-Fact for Dianne Douglas 08/03/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As reported on a Form 3 dated September 8, 2008 and filed on September 17, 2008, the reporting person received a grant of 7,000 Restricted Stock Units ("RSUs" or "Units") on August 1, 2007. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2010, the final 50% of these RSUs vested, resulting in the issuance of 3,500 shares of Mattel common stock. ( 2 )Pursuant to the terms of the August 1, 2007 RSU grant, 1,284 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. ( 3 )As reported on a Form 3 dated September 8, 2008 and filed on September 17, 2008, the reporting person received a grant of 6,104 RSUs on August 1, 2008. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2010, the first 50% of these RSUs vested, resulting in the issuance of 3,052 shares of Mattel common stock. ( 4 )Pursuant to the terms of the August 1, 2008 RSU grant, 1,120 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. ( 5 )The option was granted on August 2, 2010 pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant. ( 6 )The RSUs were granted on August 2, 2010 pursuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights. ( 7 )The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding.

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