MCDONALDS CORP — Director's Dealing 2005

Oct 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2005-10-04

Reporting Person: Dillon Mary (Corp Exec VP, Chf Mktg Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-04	Restricted Stock Units	$	A	13000	Acquired	2007-10-04	Common Stock (13000)	Direct
2005-10-04	Restricted Stock Units	$	A	70000	Acquired		Common Stock (70000)	Direct
2005-10-04	Options (Right to Buy)	$32.88	A	75000	Acquired	2015-10-04	Common Stock (75000)	Direct

Footnotes

F1: Restricted Stock Units (RSUs) are granted under the Company's Amended and Restated 2001 Omnibus Stock Ownership Plan and are subject to the terms of such Plan. Upon vesting, payout under the RSUs will be in the form of an equal number of shares of McDonald's common stock, or, at the discretion of the Board's Compensation Committee, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F2: The Restricted Stock Units vest in 20% increments on the first, second, third, fourth and fifth anniversary dates of the grant.

F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.