MCDONALDS CORP — Director's Dealing 2004

Dec 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-12-10

Reporting Person: SMYTH RUSSELL P (President, McDonald's Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-10	Common Stock	M	28000	$24.625	Acquired	41252	Direct
2004-12-10	Common Stock	M	44000	$23.50	Acquired	85252	Direct
2004-12-10	Common Stock	M	21000	$14.31	Acquired	106252	Direct
2004-12-10	Common Stock	S	49000	$31.4517	Disposed	57252	Direct
2004-12-10	Common Stock	S	44000	$31.70	Disposed	13252	Direct
2004-06-22	Common Stock	G	756	—	Disposed	12496	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-10	Options (Right to Buy)	$24.625	M	28000	Disposed	2006-04-01	Common Stock (28000)	Direct
2004-12-10	Options (Right to Buy)	$23.50	M	44000	Disposed	2007-03-18	Common Stock (44000)	Direct
2004-12-10	Options (Right to Buy)	$14.31	M	21000	Disposed	2013-03-18	Common Stock (21000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30615	Indirect
Common Stock	5168	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.