MCDONALDS CORP — Director's Dealing 2006

Oct 23, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-10-23

Reporting Person: PAULL MATTHEW H (Corp Sr Exec VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-23	Common Stock	M	30000	$14.31	Acquired	30000	Direct
2006-10-23	Common Stock	S	30000	$41.89	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-23	Options (Right to Buy)	$14.31	M	30000	Disposed	2013-03-18	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7068	Indirect
Common Stock	12669	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third, and fourth anniversary dates of the grant.