MCDONALDS CORP — Director's Dealing 2004

Jan 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-01-28

Reporting Person: CANTALUPO JAMES R (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-28	Common Stock	M	176000	$14.9685	Acquired	526372	Direct
2004-01-28	Common Stock	F	126596	$24.86	Disposed	399776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-28	Options (Right to Buy)	$14.9685	M	176000	Disposed	2004-05-26	Common Stock (176000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19	Indirect
Common Stock	8861	Indirect

Footnotes

F1: Mr. Cantalupo exercised a stock option for 176,000 shares. He surrendered 126,596 shares to pay the exercise price and the tax withholding obligations related to the option exercise.

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