MCDONALDS CORP — Director's Dealing 2005

Feb 1, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2004-12-31

Reporting Person: BELL CHARLES (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-09	Options (Right to Buy)	$24.6250	G	45000	Disposed	2006-04-01	Common Stock (45000)	Direct
2004-12-09	Options (Right to Buy)	$24.625	G	45000	Acquired	2006-04-01	Common Stock (45000)	Indirect
2004-12-09	Options (Right to Buy)	$23.50	G	20000	Disposed	2007-03-18	Common Stock (20000)	Direct
2004-12-09	Options (Right to Buy)	$23.50	G	20000	Acquired	2007-03-18	Common Stock (20000)	Indirect
2004-12-09	Options (Right to Buy)	$26.25	G	30000	Disposed	2008-03-24	Common Stock (30000)	Direct
2004-12-09	Options (Right to Buy)	$26.25	G	30000	Acquired	2008-03-24	Common Stock (30000)	Indirect
2004-12-09	Options (Right to Buy)	$45.6250	G	500	Disposed	2009-04-01	Common Stock (500)	Direct
2004-12-09	Options (Right to Buy)	$45.6250	G	500	Acquired	2009-04-01	Common Stock (500)	Indirect
2004-12-09	Options (Right to Buy)	$40.4375	G	10625	Disposed	2012-05-19	Common Stock (10625)	Direct
2004-12-09	Options (Right to Buy)	$40.4375	G	10625	Acquired	2012-05-19	Common Stock (10625)	Indirect
2004-12-09	Options (Right to Buy)	$38.50	G	200000	Disposed	2012-05-26	Common Stock (200000)	Direct
2004-12-09	Options (Right to Buy)	$38.50	G	200000	Acquired	2012-05-26	Common Stock (200000)	Indirect
2004-12-09	Options (Right to Buy)	$35.25	G	71500	Disposed	2013-03-21	Common Stock (71500)	Direct
2004-12-09	Options (Right to Buy)	$35.25	G	71500	Acquired	2013-03-21	Common Stock (71500)	Indirect
2004-12-09	Options (Right to Buy)	$29.43	G	120000	Disposed	2011-02-02	Common Stock (120000)	Direct
2004-12-09	Options (Right to Buy)	$29.43	G	120000	Acquired	2011-02-02	Common Stock (120000)	Indirect
2004-12-09	Options (Right to Buy)	$29.43	G	50000	Disposed	2011-02-02	Common Stock (50000)	Direct
2004-12-09	Options (Right to Buy)	$29.43	G	50000	Acquired	2011-02-02	Common Stock (50000)	Indirect
2004-12-09	Options (Right to Buy)	$28.75	G	125000	Disposed	2012-03-20	Common Stock (125000)	Direct
2004-12-09	Options (Right to Buy)	$28.75	G	125000	Acquired	2012-03-20	Common Stock (125000)	Indirect
2004-12-09	Options (Right to Buy)	$18.78	G	300000	Disposed	2012-12-05	Common Stock (300000)	Direct
2004-12-09	Options (Right to Buy)	$18.78	G	300000	Acquired	2012-12-05	Common Stock (300000)	Indirect
2004-12-09	Options (Right to Buy)	$14.31	G	200000	Disposed	2013-03-18	Common Stock (200000)	Direct
2004-12-09	Options (Right to Buy)	$14.31	G	200000	Acquired	2013-03-18	Common Stock (200000)	Indirect
2004-12-09	Options (Right to Buy)	$26.63	G	112500	Disposed	2014-02-16	Common Stock (112500)	Direct
2004-12-09	Options (Right to Buy)	$26.63	G	112500	Acquired	2014-02-16	Common Stock (112500)	Indirect
2004-12-09	Options (Right to Buy)	$25.31	G	150000	Disposed	2014-05-20	Common Stock (150000)	Direct
2004-12-09	Options (Right to Buy)	$25.31	G	150000	Acquired	2014-05-20	Common Stock (150000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000	Indirect
Common Stock	5836	Indirect
Common Stock	34755	Indirect

Footnotes

F1: Transfer of stock options from an insider to his spouse.

F2: Options became exercisable in 25% increments on the first, third, fifth and seventh anniversary dates of the grant. However, upon transfer, all unvested options became immediately vested and exercisable.

F3: Options became exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. However, upon transfer, all unvested options became immediately vested and exercisable.