Company Name: Mattel, Inc.
Public Availability Date: April 7, 2006

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

March 18, 2006

Re: Mattel Corporation Proxy Deletion Decision by Eric Finseth

Securities & Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
450 Fifth St. NW
Washington, DC 20549

Attention: Christopher Cox, Chairman

Dear Mr. Cox:

I must protest the wrongful decision to delete my Proposal on the grounds presented. The Mattel Corporation claimed on January 12, 2006 "Reasons for Omission" that it relates to "general employee compensation matters" This is impossible, as it relates only to the five top Management's remuneration in the Proxy. We, as shareowners do not receive "general employee" information. The sole purpose of a Proxy is to inform us how and when remuneration is paid to top five level only, and we have the right to protest the manner and overzealous actions of Directors whom are selected by Management for a vote by us. In that context, we are denied even the right to vote "Against": a sure win for all nominees.

On line 7, Mr. Normile points out the fact that: "The Staff has consistently distinguished proposals relating to general compensation from proposals relating to board of directors and senior executive compensation, refusing to allow companies to exclude proposals relating to the latter but not the former" How did your Staff miss this admission?

If, in your position as Chairman, you are not presented this matter for review, I must consider contacting outside help in correcting this and other S,E.C. actions and nonactions.

Thank you for your attention,

Robert D. Morse

/s/

[STAFF REPLY LETTER]

April 7, 2006

Robert D. Morse
212 Highland Avenue
Moorestown, NJ 08057-2717

Re: Mattel, Inc. Incoming letter dated March 18, 2006

Dear Mr. Morse:

This is in response to your letter dated March 18, 2006. We have viewed your letter as a request that the Commission review the Division of Corporation Finance's March 13, 2006 no-action letter regarding a shareholder proposal you submitted to Mattel.

Under Part 202.1(d) of Section 17 of the Code of Federal Regulations, the Division may present a request for Commission review of a Division no-action response relating to rule 14a-8 if it concludes that the request involves "matters of substantial importance and where the issues are novel or highly complex." We have applied this standard to your request and determined not to present your request to the Commission.

We also have viewed your letter as a request that the Division of Corporation Finance reconsider its position. After reviewing the information contained in your letter, we find no basis to reconsider our position.

Sincerely,

/s/

Martin P. Dunn
Deputy Director

cc: Bob Normile
Senior Vice President, General Counsel and Secretary
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245-5012