MCDONALDS CORP — Director's Dealing 2005

May 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2005-05-02

Reporting Person: SKINNER JAMES A (Director, Vice Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-02	Common Stock	M	2000	$18.125	Acquired	148238	Direct
2005-05-02	Common Stock	M	50000	$24.625	Acquired	198238	Direct
2005-05-02	Common Stock	S	52000	$29.44	Disposed	146238	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-02	Options (Right to Buy)	$18.125	M	2000	Disposed	2005-05-26	Common Stock (2000)	Direct
2005-05-02	Options (Right to Buy)	$24.625	M	50000	Disposed	2006-04-01	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41440	Indirect
Common Stock	33709	Indirect

Footnotes

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