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: ROBERTS MICHAEL JAMES (President, McDonald's USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-17	Common Stock	G	175	$28.70	Disposed	2499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-20	Options (Right to Buy)	$25.31	A	62500	Acquired	2014-05-20	Common Stock (62500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200	Indirect
Common Stock	26485	Indirect
Common Stock	20790	Indirect

Footnotes

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