MCDONALDS CORP — Director's Dealing 2006

May 8, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2005-03-31

Reporting Person: STONE ROGER W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Phantom Stock	$	D	423.952	Disposed	2005-03-31	Common Stock (423.952)	Direct
2005-06-30	Phantom Stock	$	D	550.031	Disposed	2005-06-30	Common Stock (550.031)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18000	Direct

Footnotes

F1: Cash out of a specified portion of a phantom stock account pursuant to an election made under the Company's Directors' Stock Plan. The phantom stock converts to common stock on a one-for-one basis. The reporting person received cash in this exempt transaction.

F2: Payment of phantom stock may be deferred until the earlier of the director's retirement date, other termination from the Board or a specific future date pursuant to an election.