Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRABHU VASANT M
   2. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [MAT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
MATTEL, INC. - MAIL STOP M1-1516, 333 CONTINENTAL BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
05/29/2008
(Street)

EL SEGUNDO,, CA 90245		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 05/29/2008   A   1,592 A $ 20.41 1,592 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Stock options $ 20.41 05/29/2008   A   4,500     (2) 05/29/2018 Common stock 4,500 $ 0 4,500 D  
Restricted Stock Units (3) 05/29/2008   A   2,000     (4)   (4) Common stock 2,000 $ 0 2,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRABHU VASANT M
MATTEL, INC. - MAIL STOP M1-1516
333 CONTINENTAL BLVD.
EL SEGUNDO,, CA 90245		   X      

Signatures

 /s/ Vasant M. Prabhu   05/29/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This grant of shares of Common Stock was made pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan") in lieu of an amount of cash compensation that Mr. Prabhu otherwise would have received for service on the Mattel, Inc. Board of Directors, payable on May 29, 2008; Mr. Prabhu elected in advance to receive such amount in shares of Common Stock rather than cash.
(2) This option was granted on May 29, 2008, pursuant to the 2005 Plan. The option vests and becomes exercisable as to (a) 33% of the shares on the earlier of (i) the day before the first annual meeting of Mattel's stockholders ("Annual Meeting") that occurs after the grant date or (ii) the first anniversary of the grant date; (b) an additional 33% of the shares on the earlier of (i) the day before the second Annual Meeting that occurs after the grant date or (ii) the second anniversary of the grant date; and (c) the remaining 34% of the shares on the earlier of (i) the day before the third Annual Meeting that occurs after the grant date or (ii) the third anniversary of the grant date.
(3) The Restricted Stock Units ( "RSUs" or "Units") were granted on May 29, 2008, pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the vesting date). The RSUs are accompanied by dividend equivalent rights.
(4) The RSUs vest as to (a) 50% of the Units on the earlier of (i) the day before the second Annual Meeting that occurs after the grant date or (ii) the second anniversary of the grant date; and (b) the remaining 50% of the Units on the earlier of (i) the day before the third Annual Meeting that occurs after the grant date or (ii) the third anniversary of the grant date. On each vesting date, for each vested Unit, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the vesting date).

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