8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: August 9, 2002

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of corporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

333 Continental Boulevard, El Segundo, California	90245-5012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 252-2000

N/A

(Former name or former address, if changed since last report)

Item 9.    Regulation FD Disclosure

On August 9, 2002, Robert A. Eckert, Principal Executive Officer, and Kevin M. Farr, Principal Financial Officer, of Mattel, Inc. executed sworn statements for submission to the Securities and Exchange Commission, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) issued June 27, 2002.

A copy of each of these statements is attached hereto as Exhibits 99.0 and 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTEL, INC. Registrant
By:	/s/    ROBERT NORMILE
	Robert Normile Senior Vice President, General Counsel and Secretary

Date: August 9, 2002

EXHIBIT INDEX

Exhibit 99.0     Statement Under Oath of Principal Executive Officer dated August 9, 2002

Exhibit 99.1     Statement Under Oath of Principal Financial Officer dated August 9, 2002

EX-99.0

EXHIBIT 99.0

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Robert A. Eckert, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Mattel, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K for the year ended December 31, 2001 of Mattel, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Mattel, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

Robert A. Eckert

Chairman and Chief Executive Officer, Mattel, Inc.

August 9, 2002

Subscribed and sworn to before me this 9th day of August, 2002.

Notary Public

My commission expires: October 4, 2004.

EX-99.1

EXHIBIT 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Kevin M. Farr, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Mattel, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K for the year ended December 31, 2001 of Mattel, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Mattel, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

Kevin M. Farr

Chief Financial Officer, Mattel, Inc.

August 9, 2002

Subscribed and sworn to before me this 9th day of August, 2002.

Notary Public

My commission expires: October 4, 2004.