MCDONALDS CORP — Director's Dealing 2006

Dec 14, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-12-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-12	Common Stock	M	100000	$26.25	Acquired	246238	Direct
2006-12-12	Common Stock	S	1100	$43.11	Disposed	245138	Direct
2006-12-12	Common Stock	S	700	$43.12	Disposed	244438	Direct
2006-12-12	Common Stock	S	1900	$43.13	Disposed	242538	Direct
2006-12-12	Common Stock	S	5100	$43.14	Disposed	237438	Direct
2006-12-12	Common Stock	S	6200	$43.15	Disposed	231238	Direct
2006-12-12	Common Stock	S	24600	$43.16	Disposed	206638	Direct
2006-12-12	Common Stock	S	5100	$43.17	Disposed	201538	Direct
2006-12-12	Common Stock	S	700	$43.18	Disposed	200838	Direct
2006-12-12	Common Stock	S	5700	$43.19	Disposed	195138	Direct
2006-12-12	Common Stock	S	33300	$43.20	Disposed	161838	Direct
2006-12-12	Common Stock	S	15300	$43.21	Disposed	146538	Direct
2006-12-12	Common Stock	S	300	$43.22	Disposed	146238	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-12	Options (Right to Buy)	$26.25	M	100000	Disposed	2008-03-24	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42888	Indirect
Common Stock	34011	Indirect

Footnotes

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