MCDONALDS CORP — Director's Dealing 2006

Feb 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-02-10

Reporting Person: MCKENNA ANDREW J (Director, Non-Exec Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-10	Common Stock	M	2000	$32.9685	Acquired	40000	Direct
2006-02-10	Common Stock	M	3000	$28.50	Acquired	43000	Direct
2006-02-10	Common Stock	M	5000	$30.40	Acquired	48000	Direct
2006-02-10	Common Stock	M	3334	$17.50	Acquired	51334	Direct
2006-02-10	Common Stoci	M	1668	$25.31	Acquired	53002	Direct
2006-02-10	Common Stock	F	11121	$36.33	Disposed	41881	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-10	Options (Right to Buy)	$32.9685	M	2000	Disposed	2008-05-21	Common Stock (2000)	Direct
2006-02-10	Options (Right to Buy)	$28.50	M	3000	Disposed	2011-05-17	Common Stock (3000)	Direct
2006-02-10	Options (Right to Buy)	$30.40	M	5000	Disposed	2012-05-23	Common Stock (5000)	Direct
2006-02-10	Options (Right to Buy)	$17.50	M	3334	Disposed	2013-05-22	Common Stock (3334)	Direct
2006-02-10	Options (Right to Buy)	$25.31	M	1668	Disposed	2014-05-20	Common Stock (1668)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	640	Indirect

Footnotes

F1: The Reporting Person surrendered shares of McDonald's Corporation Common Stock to pay the exercise price related to his option exercise.

F2: Beneficial ownership disclaimed.

F3: Options become exercisable in 33% increments on the first, second and third anniversary dates of the grant.