MCDONALDS CORP — Director's Dealing 2004

Mar 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-02-27

Reporting Person: MCKENNA ANDREW J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-27	Common Stock	M	2000	$14.375	Acquired	32000	Direct
2004-02-27	Common Stock	M	2000	$18.125	Acquired	34000	Direct
2004-02-27	Common Stock	M	2000	$24.5625	Acquired	36000	Direct
2004-02-27	Common Stock	M	2000	$25.4375	Acquired	38000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-27	Options (Right to Buy)	$14.375	M	2000	Disposed	2005-01-19	Common Stock (2000)	Direct
2004-02-27	Options (Right to Buy)	$18.125	M	2000	Disposed	2005-05-26	Common Stock (2000)	Direct
2004-02-27	Options (Right to Buy)	$24.5625	M	2000	Disposed	2006-05-23	Common Stock (2000)	Direct
2004-02-27	Options (Right to Buy)	$25.4375	M	2000	Disposed	2007-05-22	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	640	Indirect

Footnotes

F1: Beneficial ownership disclaimed.

F2: Options become exercisable in 33% increments on the first, second and third anniversary dates of the grant.