MCDONALDS CORP — Director's Dealing 2006

Oct 10, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-09-29

Reporting Person: FLOERSCH RICHARD R (Corp Exec VP, Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8500	Direct
Common Stock	2627	Indirect
Common Stock	15446	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$26.48	2013-12-02	Common Stock (30000)		Direct
Options (Right to Buy)	$26.63	2014-02-16	Common Stock (25000)		Direct
Options (Right to Buy)	$25.31	2014-05-20	Common Stock (25000)		Direct
Options (Right to Buy)	$32.60	2015-02-16	Common Stock (23460)		Direct
Options (Right to Buy)	$36.37	2016-02-14	Common Stock (22672)		Direct
Restricted Stock Units	$		Common Stock (13218)		Direct
Restricted Stock Units	$	2008-02-16	Common Stock (7823)		Direct
Restricted Stock Units	$	2009-02-14	Common Stock (7562)		Direct

Footnotes

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

F2: Restricted Stock Units (RSUs) are granted under the Company's Amended and Restated 2001 Omnibus Stock Ownership Plan and are subject to the terms of such Plan. Upon vesting, payout under the RSUs will be in the form of an equal number of shares of McDonald's Corporation common stock, or, at the discretion of the Board's Compensation Committee, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F3: RSUs will vest on the date of the Reporting Person's retirement, provided that his retirement date is at age 55 or older and is at the mutual agreeemnt of the Reporting Person and management. RSUs will be forfeited if the Reporting Person terminates under any other circumstances.

F4: Performance based on diluted earnings per share growth.