MCDONALDS CORP — Director's Dealing 2004

Feb 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-18	Common Stock	M	50000	$16.5625	Acquired	50000	Direct
2004-02-18	Common Stock	S	50000	$27.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-18	Options (Right to Buy)	$16.5625	M	50000	Disposed	2005-02-21	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5391	Indirect
Common Stock	12403	Indirect

Footnotes

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