MCDONALDS CORP — Director's Dealing 2006

Dec 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-12-01

Reporting Person: ROGERS JOHN W JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-01	Phantom Stock	$	A	278	Acquired		Common Stock (278)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75000	Direct
Common Stock	100	Indirect

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: Acqusition 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: Payment of phantom stock may be deferred until the earlier of the director?s retirement date or other termination from the Board or a specific future date pursuant to an election.