MCDONALDS CORP — Director's Dealing 2004

Nov 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-11-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-02	Common Stock	M	20000	$16.5625	Acquired	33252	Direct
2003-11-02	Common Stock	M	2000	$18.125	Acquired	35252	Direct
2004-11-02	Common Stock	S	22000	$29.4673	Disposed	13252	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-02	Options (Right to Buy)	$16.5625	M	20000	Disposed	2005-02-21	Common Stock (20000)	Direct
2004-11-02	Options (Right to Buy)	$18.125	M	2000	Disposed	2005-05-26	Common Stock (2000)	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.