8-K

UNITED STATES

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:

March 22, 2005

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of incorporation)	(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On March 22, 2005, Mattel issued a press release regarding its share repurchase program, a copy of which is furnished as Exhibit 99.0 hereto. This exhibit is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.0.1 Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired: None

(b)  Pro forma financial information: None

(c)  Exhibits:

This exhibit is furnished pursuant to Item 7.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

99.0  Press release dated March 22, 2005.

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SIGNATURES

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/    CHRISTOPHER O’BRIEN
	Christopher O’Brien Vice President and Assistant General Counsel

Date: March 22, 2005

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EX-99.0

Exhibit 99.0

For Immediate Release	Contacts:	News Media	Securities Analysts
		Jules Andres	Dianne Douglas
		310-252-3529	310-252-2703
		Jules.Andres@mattel.com	Dianne.Douglas@mattel.com

MATTEL ANNOUNCES ADDITIONAL $250 MILLION

SHARE REPURCHASE AUTHORIZATION

EL SEGUNDO, Calif., March 22, 2005 – Mattel, Inc. [NYSE:MAT] announced today that the Mattel Board of Directors has authorized the company to increase its previously announced share repurchase program by an additional $250 million. Repurchases will take place from time to time, depending on market conditions.

“The Mattel Board of Directors has demonstrated its commitment to a balanced return of excess funds to shareholders through annual cash dividends and share repurchases,” said Robert A. Eckert, chairman and CEO of Mattel. “We plan to continue utilizing a disciplined and opportunistic decision-making process in the deployment of cash in an effort to generate value for our shareholders.”

The share repurchase program is one component of the company’s capital and investment framework, which was announced in February 2003. Under this program, Mattel has repurchased 27.4 million shares of common stock for an aggregate of $499.6 million and there is $0.4 million remaining under the previously announced program.

About Mattel

Mattel, Inc., (NYSE: MAT, www.mattel.com) is the worldwide leader in the design, manufacture and marketing of toys and family products, including Barbie^®, the most popular fashion doll ever created. The Mattel family is comprised of such best-selling brands as Hot Wheels^®, Matchbox^®, American Girl^® and Tyco^® R/C, as well as Fisher-Price brands (www.fisher-price.com), including Little People^®, Rescue Heroes^®, Power Wheels^® and a wide array of entertainment-inspired toy lines. With worldwide headquarters in El Segundo, Calif., Mattel employs more than 25,000 people in 42 countries and sells products in more than 150 nations throughout the world. The Mattel vision is to be the world’s premier toy brands — today and tomorrow.

Note: Forward-looking statements with respect to the financial condition, results of operations and business of the company are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. These include without limitation: the company’s dependence on the timely development, manufacture, introduction and customer acceptance of new products; the seasonality of the toy business; customer concentration and pricing; significant changes in buying and payment patterns of major customers, including as a result of bankruptcy and store closures; adverse changes in general economic conditions in the U.S. and internationally, including adverse changes in the retail environment, employment and the stock market; order predictability and supply chain management; the impact of competition, including from private label toys, on revenues and margins; the supply and cost of raw materials (including oil and resin prices), components, employee benefits and various services; the effect of currency exchange rate fluctuations on reportable income; risks associated with acquisitions and mergers; the possibility of product recalls and related costs; risks associated with foreign operations; negative results of litigation, governmental proceedings or environmental matters; possible work stoppages, slowdowns or strikes; possible outbreaks of SARS or other diseases; political developments and the threat or occurrence of war or terrorist acts; the possibility of catastrophic events; the inherent risk of new initiatives and other risks and uncertainties as may be detailed from time to time in the company’s public announcements and SEC filings. This release contains forward-looking statements about returns of funds to shareholders, the decision-making process regarding capital deployment and maximizing value for shareholders. Mattel does not update forward-looking statements and expressly disclaims any obligation to do so.

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