MCDONALDS CORP — Director's Dealing 2006

Mar 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-03-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-17	Common Stock	M	38462	—	Acquired	38462	Direct
2006-03-17	Common Stock	F	14488	$35.10	Disposed	23974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-17	Restricted Stock Units	$	M	38462	Disposed	2006-03-17	Common Stock (38462)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5632	Indirect
Common Stock	12722	Indirect

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 tax withholding obligations upon vesting of RSUs in an exempt transaction under Rule 16b-3(d)(1).