MCDONALDS CORP — Director's Dealing 2004

Feb 5, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2003-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-05-08	Common Stock	G	20	$17.25	Disposed	4099	Direct
2003-10-27	Common Stock	G	425	$24.25	Disposed	3674	Direct
2003-12-15	Common Stock	G	1000	$25.42	Disposed	2674	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200	Indirect
Common Stock	26042	Indirect
Common Stock	20326	Indirect