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 * BEARD EUGENE P   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) 05/18/2007 (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 05/18/2007   M   2,118 A (1) 17,118 D   Common stock 05/18/2007   M   1,000 A (2) 18,118 D   Common stock               5,000 I IRA

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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

Restricted Stock Units

(1)

05/18/2007

M

2,118

(1)

(1)

Common stock

2,118

(1)

0

D

Restricted Stock Units

(2)

05/18/2007

M

1,000

(2)

(2)

Common stock

1,000

(2)

0

D

Reporting Owners

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

Signatures

/s/ Eugene P. Beard		05/18/2007
**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)	As reported on a Form 4 dated and filed May 19, 2005, Mr. Beard received a grant of 2,000 Restricted Stock Units ("RSUs" or "Units") with dividend equivalent rights on May 19, 2005. In connection with Mr. Beard's retirement from the Board of Directors of Mattel, Inc. ("Mattel") on May 18, 2007, all 2,000 of these RSUs vested, along with 118 additional Units that he received pursuant to dividend equivalent rights, resulting in the issuance of 2,118 shares of Mattel common stock.
(2)	As reported on a Form 4 dated May 11, 2006 and filed May 15, 2006, Mr. Beard received a grant of 2,000 RSUs on May 11, 2006. In connection with Mr. Beard's retirement from Mattel's Board of Directors on May 18, 2007, one-half of these RSUs vested, resulting in the issuance of 1,000 shares of Mattel common stock. The other half of the May 11, 2006 RSU grant was forfeited.

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