MCDONALDS CORP — Director's Dealing 2004

Oct 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-10-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-27	Common Stock	M	2000	$18.125	Acquired	2000	Direct
2004-10-27	Common Stock	S	2000	$28.9705	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-27	Options (Right to Buy)	$18.125	M	2000	Disposed	2005-05-26	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5451	Indirect
Common Stock	12351	Indirect

Footnotes

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