MCDONALDS CORP — Director's Dealing 2006

Dec 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Fenton Timothy J (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-12	Common Stock	M	20000	$26.25	Acquired	31000	Direct
2006-12-12	Common Stock	F	15511	$43.58	Disposed	15489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-12	Options (Right to Buy)	$26.25	M	20000	Disposed	2008-03-24	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40967	Indirect
Common Stock	9055	Indirect

Footnotes

F1: The Reporting Person surrendered shares of McDonald's Corporation Common Stock to pay the exercise price and taxes related to his option exercise.

F2: Options become exercisable in 25% increments on the first, third, fifth and seventh anniversary dates of the grant.