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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1. Name and Address of Reporting Person * VOGELSTEIN JOHN   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) 05/03/2007 (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 05/03/2007   M   10,000 A $ 28.375 10,000 D   Common stock 05/03/2007   S   10,000 D $ 29.1664 0 D   Common stock 05/03/2007   M   10,000 A $ 26.25 10,000 D   Common stock 05/03/2007   S   10,000 D $ 29.15 0 D   Common stock 05/03/2007   M   10,000 A $ 14.6875 10,000 D   Common stock 05/03/2007   S   10,000 D $ 29.15 0 D   Common stock 05/03/2007   M   10,000 A $ 15.95 10,000 D   Common stock 05/03/2007   S   10,000 D $ 29.112 0 D   Common stock 05/03/2007   M   10,000 A $ 20.1 10,000 D   Common stock 05/03/2007   S   10,000 D $ 29.09 0 D   Common stock 05/03/2007   M   2,000 A $ 19.43 2,000 D   Common stock 05/03/2007   S   2,000 D $ 29.081 0 D   Common stock 05/03/2007   M   9,000 A $ 22.52 9,000 D   Common stock 05/03/2007   S   9,000 D $ 29.0702 0 D   Common stock 05/03/2007   M   6,000 A $ 17.24 6,000 D   Common stock 05/03/2007   S   6,000 D $ 29.081 0 D   Common stock               100,000 I In trust (1)

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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 Option - right to buy

$ 28.375

05/03/2007

M

10,000

05/07/2001

05/07/2007

Common stock

10,000

$ 0

0

D

Stock Option - right to buy

$ 26.25

05/03/2007

M

10,000

06/03/2003

06/03/2009

Common stock

10,000

$ 0

0

D

Stock Option - right to buy

$ 14.6875

05/03/2007

M

10,000

06/07/2004

06/07/2010

Common stock

10,000

$ 0

0

D

Stock Option - right to buy

$ 15.95

05/03/2007

M

10,000

05/09/2005

05/09/2011

Common stock

10,000

$ 0

0

D

Stock Option - right to buy

$ 20.1

05/03/2007

M

10,000

05/23/2006

05/09/2012

Common stock

10,000

$ 0

0

D

Stock Option - right to buy

$ 19.43

05/03/2007

M

2,000

08/30/2006

08/30/2012

Common stock

2,000

$ 0

0

D

Stock Option - right to buy

$ 22.52

05/03/2007

M

9,000

(2)

05/14/2013

Common stock

9,000

$ 0

3,000

D

Stock Option - right to buy

$ 17.24

05/03/2007

M

6,000

(3)

05/13/2014

Common stock

6,000

$ 0

6,000

D

Reporting Owners

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

Signatures

/s/ John L. Vogelstein		05/04/2007
**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)	John L. Vogelstein 2007 CRUT.
(2)	This option for 12,000 shares was granted on May 14, 2003 and vested as to 3,000 of the shares on each of May 14, 2004, May 14, 2005 and May 14, 2006. It will vest as to an additional 3,000 shares on May 14, 2007.
(3)	This option for 12,000 shares was granted on May 13, 2004 and vested as to 3,000 of the shares on each of May 13, 2005 and May 13, 2006. It will vest as to an additional 3,000 of the shares on May 13, 2007. Due to Mr. Vogelstein's retirement from the Mattel, Inc. Board of Directors effective as of the date of the 2007 Annual Meeting of Stockholders, the option will be forfeited as to the final 3,000 shares.

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