MCDONALDS CORP — Director's Dealing 2004

Oct 25, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-10-22

Reporting Person: ROBERTS MICHAEL JAMES (CEO, McDonald's USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-22	Common Stock	M	36000	$16.5625	Acquired	38499	Direct
2004-10-22	Common Stock	S	35400	$28.67	Disposed	3099	Direct
2004-10-22	Common Stock	S	600	$28.72	Disposed	2499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-22	Options (Right to Buy)	$16.5625	M	36000	Disposed	2005-02-21	Common Stock (36000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200	Indirect
Common Stock	26452	Indirect
Common Stock	20744	Indirect

Footnotes

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