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 * ECKERT ROBERT   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 __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) MATTEL, INC., 333 CONTINENTAL BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 08/01/2009 (Street) EL SEGUNDO,, CA 90245 4. If Amendment, Date Original Filed(Month/Day/Year) 08/03/2009 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 08/01/2009   F   22,875 (1) D $ 17.58 54,250 (1) D   Common stock 08/01/2009   F   22,875 (2) D $ 17.58 86,375 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ECKERT ROBERT MATTEL, INC. 333 CONTINENTAL BLVD. EL SEGUNDO,, CA 90245	X		Chairman and CEO

Signatures

/s/ Andrew Paalborg, Attorney-in-Fact for Robert A. Eckert		08/04/2009
**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)	Due to an administrative error on the part of Mattel, Inc., the original Form 4 filed on August 3, 2009 reported that 17,875 of the 50,000 shares of Mattel common stock issuable to the reporting person upon the vesting of 50,000 Restricted Stock Units ("RSUs") granted to him on August 1, 2006 were automatically withheld to cover required tax withholdings. The actual number of shares automatically withheld at vesting to cover required tax withholdings was 22,875 shares. Following this transaction, the reporting person directly held 54,250 shares of Mattel common stock.
(2)	Due to an administrative error on the part of Mattel, Inc., the original Form 4 filed on August 3, 2009 reported that 17,875 of the 50,000 shares of Mattel common stock issuable to the reporting person upon the vesting of 50,000 RSUs granted to him on August 1, 2007 were automatically withheld to cover required tax withholdings. The actual number of shares automatically withheld at vesting to cover required tax withholdings was 22,875 shares. Following this transaction, the reporting person directly held 86,375 shares of Mattel common stock.

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