MCDONALDS CORP — Director's Dealing 2004

May 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-05-20

Reporting Person: MASSEY WALTER E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-20	Options (Right to Buy)	$25.31	A	5000	Acquired	2014-05-20	Common Stock (5000)	Direct

Footnotes

F1: Options become exercisable in 33% increments on the first, second and third anniversary dates of the grant.