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):

September 14, 2009

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.)	(IRS 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))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 14, 2009, Mattel, Inc. (the “Company”) provided written notice to the New York Stock Exchange (the “NYSE”) that the Company expects to voluntarily cease trading on the NYSE, effective on or about September 25, 2009, and intends to transfer its listing to the NASDAQ Global Select Market (“NASDAQ”). The Company’s common stock, $1.00 par value per share, has been approved for listing on NASDAQ and is expected to commence trading on or about September 28, 2009 under the Company’s current stock symbol “MAT”.

A copy of the Company’s press release is attached hereto as Exhibit 99.0 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit Number	Description
99.0	Press release of Mattel, Inc., dated September 14, 2009.

SIGNATURE(S)

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.
By:	/s/ Robert Normile
	Robert Normile
	Senior Vice President, General Counsel and Secretary

Date: September 14, 2009

EXHIBIT INDEX

Exhibit Number	Description
99.0	Press release of Mattel, Inc., dated September 14, 2009.

EX-99.0

Exhibit 99.0

For Immediate Release	Contacts:	News Media:	Securities Analysts:
		Lisa Marie Bongiovanni (310) 252-3524 LisaMarie.Bongiovanni@mattel.com	Dianne Douglas (310) 252-2703 Dianne.Douglas@mattel.com

MATTEL ANNOUNCES TRANSFER TO NASDAQ GLOBAL SELECT MARKET

EL SEGUNDO, Calif., Sept. 14, 2009 – Mattel, Inc., the world’s largest toymaker, announced today that it will voluntarily transfer its stock exchange listing from the New York Stock Exchange to the NASDAQ Global Select Market, effective Sept. 28. Mattel will continue to trade under the ticker symbol MAT.

“Our switch to NASDAQ exemplifies our continued focus on shareholder value,” said Dianne Douglas, treasurer and senior vice president of Investor Relations for Mattel. “We believe NASDAQ’s global technology leadership and vast product offerings provide Mattel and our shareholders with increased value.”

“NASDAQ OMX is delighted to welcome Mattel, a global company whose iconic brands have set the standard for the toy industry,” said Bruce Aust, executive vice president, Global Corporate Client Group. “NASDAQ OMX and our companies have always been a part of how people live, work and play. We look forward to playing together with Mattel to support their vision for growth through our high quality, transparent market, worldwide visibility and unique support services.”

About Mattel

Mattel, Inc. (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 TycoR/C^® , as well as Fisher-Price^® brands, including Little People^®, Power Wheels^® and a wide array of entertainment-inspired toy lines. In 2009, Mattel is recognized among the “100 Best Corporate Citizens,” as one of the “World’s Most Ethical Companies” and as one of FORTUNE Magazine’s “100 Best Companies to Work For.” With worldwide headquarters in El Segundo, Calif., Mattel employs approximately 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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