MCDONALDS CORP — Director's Dealing 2004

Dec 14, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-12-13

Reporting Person: BABROWSKI CLAIRE H (Senior Exec Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-13	Common Stock	M	60000	$24.625	Acquired	80087	Direct
2004-12-13	Common Stock	M	54500	$23.50	Acquired	134587	Direct
2004-12-13	Common Stock	M	67500	$26.25	Acquired	202087	Direct
2004-12-13	Common Stock	M	19000	$14.31	Acquired	221087	Direct
2004-12-13	Common Stock	S	201000	$31.80	Disposed	20087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-13	Options (Right to Buy)	$24.625	M	60000	Disposed	2006-04-01	Common Stock (60000)	Direct
2004-12-13	Options (Right to Buy)	$23.50	M	54500	Disposed	2007-03-18	Common Stock (54500)	Direct
2004-12-13	Options (Right to Buy)	$26.25	M	67500	Disposed	2008-03-24	Common Stock (67500)	Direct
2004-12-13	Options (Right to Buy)	$14.31	M	19000	Disposed	2013-03-18	Common Stock (19000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	442	Indirect
Common Stock	38902	Indirect
Common Stock	16038	Indirect
Common Stock	21958	Indirect
Common Stock	1643	Indirect

Footnotes

F1: Options became exercisable in 25% increments on the first, third, fifth and seventh anniversary dates of the grant.

F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.