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:

August 2, 2007

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 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 16, 2007, Mattel, Inc. (“Mattel”) issued a press release announcing its second quarter 2007 financial results, and furnished this press release as Exhibit 99.1 to a Form 8-K filed on July 16, 2007.

Mattel subsequently determined that various Fisher-Price products, manufactured by a third-party contract manufacturer during a two and one-half month timeframe, that have surface paint containing excessive levels of lead would be recalled. Mattel and the U.S. Consumer Product Safety Commission (“CPSC”) issued a joint press release dated August 2, 2007 announcing the recall of affected products, which is available on the website of the CPSC at http://www.cpsc.gov. Mattel issued a press release regarding this matter dated August 2, 2007, which is furnished as Exhibit 99.1 hereto.

Mattel’s announced second quarter 2007 financial results will be adjusted to reflect the impact of the recall of the products discussed above and other smaller recalls. The total estimated impact of these recalls on pre-tax operating income is expected to be approximately $30 million. Although management is not aware of any additional significant issues associated with lead in paints used on its products, there can be no assurance that additional issues will not be identified in the future.

Mattel believes that it has some of the most rigorous quality and safety testing procedures in the toy industry. Consistent with this, Mattel has launched a thorough investigation and expanded its testing programs to ensure that painted finished goods, at third-party contract manufacturers and facilities operated by Mattel, are systematically tested prior to being shipped to customers.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

The information contained in Item 2.02 above is incorporated into this Item 7.01 by reference.

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:

This exhibit is furnished pursuant to Items 2.02 and 7.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

Exhibit No.	Exhibit Description
99.1*	Press release dated August 2, 2007.

* Furnished herewith.

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: August 2, 2007

EX-99.1

Exhibit 99.1

For Immediate Release Contact: News Media Jules Andres 310-252-3529 Jules.Andres@mattel.com

MATTEL ISSUES SAFETY ALERT TO CONSUMERS

Company Recalls Products With Possible Lead Paint Content

EL SEGUNDO, Calif., August 2, 2007 — Mattel, Inc. announced today that the company has voluntarily recalled some products made by a contract manufacturer in China that were produced using a non-approved paint pigment containing lead, which is in violation of applicable standards, as well as our own self-imposed standards. Mattel is conducting a thorough investigation.

To address this issue as quickly and effectively as possible, the company launched a fast-track recall in cooperation with the U.S. Consumer Product Safety Commission and other regulatory agencies worldwide. Mattel is also working with retailers worldwide to identify affected products, have them removed from retail shelves and intercept incoming shipments and stop them from being sold.

“We apologize to everyone affected by this recall, especially those who bought the toys in question,” said Robert A. Eckert, chairman and chief executive officer of Mattel. “We realize that parents trust us with what is most precious to them – their children. And we also recognize that trust is earned. Our goal is to correct this problem, improve our systems and maintain the trust of the families that have allowed us to be part of their lives by acting responsibly and quickly to address their concerns.”

“We require our manufacturing partners to use paint from approved and certified suppliers and have procedures in place to test and verify, but in this particular case our procedures were not followed,” said Jim Walter, Mattel’s senior vice president of Worldwide Quality Assurance. “We are investigating the cause to ensure such events do not reoccur.”

Mattel is conducting a thorough investigation into the matter. While the contract manufacturer has had a good track record on product safety in the past, Mattel regards the use of lead paint as a serious mistake. If the company concludes that safety procedures were knowingly ignored, Mattel will take appropriate action.

Mattel is also conducting a review of the procedures followed with respect to all its products manufactured by vendors in China. If any similar problem is discovered, Mattel will continue to take prompt, responsible remedial actions.

Details of the recall are as follows:

Individual Fisher-Price products and sets were sold at retail stores nationwide from May 1 to August 2007. A full list of products is published on the company’s Web site as well as by the Consumer Products Safety Commission. Consumers should immediately take any of these products away from children and contact Fisher-Price to arrange return and to receive a voucher for a replacement toy of the consumer’s choice, up to the value of the returned product. For additional information, contact Fisher-Price at (800) 916-4498 anytime, or visit the firm’s Web site at www.service.mattel.com

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Mattel Issues Safety Alert to Consumers /PAGE 2 2 2 2

About Mattel:

Mattel, Inc., (NYSE: MAT, www.mattel.com) is the worldwide leader in the design, manufacture and marketing of toys and family products. The Mattel family is comprised of such best-selling brands as Barbie^®, the most popular fashion doll ever introduced, Hot Wheels^®, Matchbox^®, American Girl^®, Radica^® and Tyco^® R/C, as well as Fisher-Price^® brands, including Little People^®, Power Wheels^® and a wide array of entertainment-inspired toy lines. Mattel is recognized as one of the 100 Most Trustworthy U.S. Companies by Forbes Magazine and is ranked among the 100 Best Corporate Citizens by CRO Magazine. Committed to ethical manufacturing practices, Mattel marks a 10-year milestone in 2007 for its ever-evolving Global Manufacturing Principles and focus on sustainable business practices. With global headquarters in El Segundo, Calif., Mattel employs more than 30,000 people in 43 countries and territories and sells products in more than 150 nations. Mattel’s vision is to be the world’s premier toy brands — today and tomorrow.

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