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 (Date of Earliest Event Reported):

November 29, 2006

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 1 – Registrant’s Business and Operations

Item 1.01.     Entry into a Material Definitive Agreement.

On November 29, 2006, certain subsidiaries of Mattel, Inc. (“Mattel”) entered into a Letter Agreement (as defined below) with Société Générale Bank Nederland N.V. extending the commitment termination date of a European trade receivables facility.

As previously disclosed, in November 2001 Mattel International Holdings B.V., a company incorporated in the Netherlands, Mattel France, a company incorporated in France, and Mattel GmbH, a company incorporated in Germany, each of which is a subsidiary of Mattel, entered into a Euro 150 million European trade receivables facility, pursuant to which Mattel France and Mattel GmbH may sell trade receivables to a bank, Société Générale Bank Nederland N.V. Each sale of accounts receivable is recorded on Mattel’s consolidated balance sheet at the time of such sale. Under the European trade receivables facility, the outstanding amount of receivables sold may not exceed Euro 60 million from February 1 though July 31 of each year and may not exceed Euro 150 million at all other times.

Pursuant to a letter agreement (the “Letter Agreement”) between Société Générale Bank Nederland N.V. and Mattel International Holdings B.V., Mattel France and Mattel GmbH dated November 29, 2006, the commitment termination date for the European trade receivable facility was extended until February 28, 2007.

Société Générale, an affiliate of Société Générale Bank Nederland N.V., currently participates as a lender under Mattel’s Third Amended and Restated Credit Agreement dated as of March 23, 2005 (the “domestic unsecured committed revolving credit facility”) and participates in and is the co-documentation agent of Mattel’s $300.0 million domestic receivables sales facility that is a sub-facility of Mattel’s domestic unsecured committed revolving credit facility. Société Générale also participates as a lender and is the co-documentation agent with regard to a $325.0 million credit facility for Mattel Asia Pacific Sourcing Limited, a subsidiary of Mattel. Additionally, Mattel and its subsidiaries have various banking arrangements with Société Générale and its affiliates in the ordinary course of business.

The foregoing brief summary of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 99.0 herewith.

Section 9 – Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits.

(a) Financial statements of businesses acquired: None

(b) Pro forma financial information: None

(c) Shell company transactions: None

(d) Exhibits:

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Exhibit No.		Exhibit Description
99.0	*	Amendment to Master Agreement for the Transfer of Receivables dated November 29, 2006 among Société Générale Bank Nederland N.V., Mattel International Holdings B.V., Mattel France and Mattel GmbH

* Filed herewith.

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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/ Robert Normile
	Robert Normile
	Senior Vice President, General
	Counsel and Secretary

Dated: December 1, 2006

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EX-99.0

Exhibit 99.0

From: Mattel International Holdings B.V.

4^th Floor

34 Boon Leat Terrace

Singapore 119866

Mattel France

27-33 rue d’Antony

Silic 145

94523 Rungis Cedex

France

Mattel GmbH

An der Trift 75

63303 Dreieich

Germany

To: Société Générale Bank Nederland N.V.

Amstelplein 1

1096 HA Amsterdam

The Netherlands

Attention: Niek Volkers

29 November 2006

Dear Sir,

We refer to the Master Agreement for the Transfer of Receivables dated 30 November 2001 between Société Générale Bank Nederland N.V. as the Bank, Mattel International Holdings B.V. as the Depositor and Mattel France and Mattel GmbH as the Sellers, as subsequently amended from time to time (the Master Agreement).

Unless otherwise defined herein, terms defined in the Master Agreement shall have the same meaning when used in this letter.

Notwithstanding the provisions of Clause 2.2 of the Master Agreement we hereby request that the Commitment Termination Date be extended until 28 February 2007.

Upon your agreement to this letter, we hereby confirm that the Master Additional Deposit Agreement and the Master Subordinated Deposit Agreement shall remain in full force and effect until the Agreement Expiry Date, as such date is extended in accordance with the extension of the Commitment Termination Date.

Each of Mattel International Holdings B.V., Mattel France and Mattel GmbH hereby represents and warrants to Société Générale Bank Nederland N.V. that it has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of this letter.

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Mattel GmbH hereby further represents and warrants to Société Générale Bank Nederland N.V. that no bylaws (“Geschäftsordnung der Gesellschafterversammlung”) as mentioned in Clause 5.4 of its articles of association have been entered into.

This letter is made in 4 original copies and shall be governed by Dutch law. The provisions of Clause 34 (Jurisdiction and Waiver of Immunity) of the Master Agreement shall apply mutatis mutandis to this letter.

Yours sincerely,

/s/ Jens Frederik Hansen	/s/ Belinda Gwee Phek Eng
Mattel International Holdings B.V.
By: Jens Frederik Hansen and Belinda Gwee Phek Eng

/s/ Bruno Bouldoire

Mattel France

By: Bruno Bouldoire

/s/ Frank Mueller

Mattel GmbH

By: Frank Mueller

We hereby agree to the above, as a result the Commitment Termination Date shall be extended until 28 February 2007.

/s/ Jerome Farges

Société Générale Bank Nederland N.V.

By: Jerome Farges

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