MCDONALDS CORP — Director's Dealing 2004

Dec 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-12-01

Reporting Person: PAULL MATTHEW H (Corp Sr Exec VP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-01	Restricted Stock Units	$	A	25000	Acquired	2007-12-01	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5451	Indirect
Common Stock	12351	Indirect

Footnotes

F1: Restricted Stock Units (RSUs) are granted under the Company?s Amended and Restated 2001 Omnibus Stock Ownership Plan and are subject to the terms of such Plan. Upon vesting, payout under the RSUs will be in the form of an equal number of shares of McDonald?s common stock or, at the discretion of the Board?s Compensation Committee, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F2: Performance based on diluted earnings per share growth.