MCDONALDS CORP — Director's Dealing 2004

May 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-20	Options (Right to Buy)	$25.31	A	37500	Acquired	2014-05-20	Common Stock (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5457	Indirect
Common Stock	12378	Indirect

Footnotes

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