MCDONALDS CORP — Director's Dealing 2004

Feb 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-02-16

Reporting Person: SMYTH RUSSELL P (President, McDonald's Europe)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-16	Options (Right to Buy)	$26.63	A	40000	Acquired	2014-02-16	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13252	Direct
Common Stock	30103	Indirect
Common Stock	5189	Indirect

Footnotes

F1: Since the date of the reporting person's last report, 31 shares were acquired under the Company's dividend reinvestment plan.

F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.