MCDONALDS CORP — Director's Dealing 2005

Jan 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STONE ROGER W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	Phantom Stock	$	A	1450	Acquired		Common Stock (1450)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18000	Direct

Footnotes

F1: Acquisition of phantom stock pursuant to Directors' Stock Plan. The phantom stock converts to common stock on a one-for-one basis.

F2: Acquistion of phantom stock pursuant to Directors' Stock Plan in transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation or dividends reinvested.

F3: Exercisable upon retirement.