Initial Statement of Beneficial Ownership

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

EDWARDS TREVOR A

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/14/2012 

3. Issuer Name and Ticker or Trading Symbol

MATTEL INC /DE/ [MAT]

(Last)        (First)        (Middle)

MATTEL, INC., 333 CONTINENTAL BOULEVARD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

EL SEGUNDO, CA 90245       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No securities beneficially owned   0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:
Exhibit List
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EDWARDS TREVOR A
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CA 90245 		X



Signatures
/s/ Andrew Paalborg, as Attorney-in-Fact for Trevor A. Edwards 3/16/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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     POWER OF ATTORNEY





        Know all by these presents, that the undersigned hereby constitutes and



appoints each of Robert Normile, Andrew Paalborg, Julie Kwok, Tiffani Zack Magri,



and Meagan Olsen, signing singly, the undersigned's true and



lawful attorney-in-fact to:





            1)    prepare, execute in the undersigned's name and on the



                  undersigned's behalf, and submit to the U.S. Securities and



                  Exchange Commission (the "SEC") a Form ID, including



                  amendments thereto, and any other documents necessary or



                  appropriate to obtain codes and passwords enabling the



                  undersigned to make electronic filings with the SEC of reports



                  required by Section 16(a) of the Securities Exchange Act of



                  1934 or any rule or regulation of the SEC;





            2)    execute for and on behalf of the undersigned, in the



                  undersigned's capacity as an officer and/or director of



                  Mattel, Inc. (the "Company"), Forms 3, 4, and 5 in accordance



                  with Section 16(a) of the Securities Exchange Act of 1934 and



                  the rules thereunder;





            3)    do and perform any and all acts for and on behalf of the



                  undersigned which may be necessary or desirable to complete



                  and execute any such Form 3, 4, or 5, complete and execute any



                  amendment or amendments thereto, and timely file such form



                  with the SEC and any stock exchange or similar authority;and





            4)    take any other action of any type whatsoever in connection



                  with the foregoing which, in the opinion of such



                  attorney-in-fact, may be of benefit to, in the best interest



                  of, or legally required by, the undersigned, it being



                  understood that the documents executed by such



                  attorney-in-fact on behalf of the undersigned pursuant to this



                  Power of Attorney shall be in such form and shall contain such



                  terms and conditions as such attorney-in-fact may approve in



                  such attorney-in-fact's discretion.





        The undersigned hereby grants to each such attorney-in-fact full power



and authority to do and perform any and every act and thing whatsoever



requisite, necessary, or proper to be done in the exercise of any of the rights



and powers herein granted, as fully to all intents and purposes as the



undersigned might or could do if personally present, with full power of



substitution or revocation, hereby ratifying and confirming all that such



attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall



lawfully do or cause to be done by virtue of this power of attorney and the



rights and powers herein granted. The undersigned acknowledges that the



foregoing attorneys-in-fact, in serving in such capacity at the request of the



undersigned, are not assuming, nor is the Company assuming, any of the



undersigned's responsibilities to comply with Section 16 of the Securities



Exchange Act of 1934.





        This Power of Attorney shall remain in full force and effect until the



undersigned is no longer required to file Forms 3, 4 and 5 with respect to the



undersigned's holdings of and transactions in securities issued by the Company,



unless earlier revoked by the undersigned in a signed writing delivered to the



foregoing attorneys-in-fact.





        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to



be executed as of this 2nd day of March 2012.







                                        /s/ Trevor A. Edwards

                                        ----------------------------------------

                                             Signature





                                            Trevor A. Edwards

                                        ----------------------------------------

                                             Print Name