MCDONALDS CORP — Director's Dealing 2004

Jul 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-07-27

Reporting Person: SKINNER JAMES A (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-27	Common Stock	M	60000	$16.5625	Acquired	206238	Direct
2004-07-27	Common Stock	S	60000	$26.95	Disposed	146238	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-27	Options (Right to Buy)	$16.5625	M	60000	Disposed	2005-02-21	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40097	Indirect
Common Stock	33302	Indirect

Footnotes

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