MCDONALDS CORP — Director's Dealing 2006

Oct 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-10-04

Reporting Person: Dillon Mary (Corp Exec VP, Chf Mktg Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-04	Common Stock	M	14000	—	Acquired	14000	Direct
2006-10-04	Common Stock	F	4273	$40	Disposed	9727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-04	Restricted Stock Units	$	M	14000	Disposed	2006-10-04	Common Stock (14000)	Direct

Footnotes

F1: 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. The Compensation Committee of the Board of Directors has approved payout of the RSUs in shares of McDonald's Corporation common stock.

F2: Shares were withheld by the Company to satisfy the tax withholding obligations upon vesting of RSUs in an exempt transaction under Rule 16b-3(d)(1).

F3: The Restricted Stock Units vest in 20% increments on the first, second, third, fourth and fifth anniversary dates of the grant.