MCDONALDS CORP — Director's Dealing 2006

Feb 10, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2006-02-09

Reporting Person: SKINNER JAMES A (Director, Vice Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-09	Common Stock	M	95000	$23.50	Acquired	241238	Direct
2006-02-09	Common Stock	S	24200	$36.31	Disposed	217038	Direct
2006-02-09	Common Stock	S	1400	$36.33	Disposed	215638	Direct
2006-02-09	Common Stock	S	1600	$36.34	Disposed	214038	Direct
2006-02-09	Common Stock	S	2300	$36.35	Disposed	211738	Direct
2006-02-09	Common Stock	S	27000	$36.36	Disposed	184738	Direct
2006-02-09	Common Stock	S	4100	$36.37	Disposed	180638	Direct
2006-02-09	Common Stock	S	4600	$36.38	Disposed	176038	Direct
2006-02-09	Common Stock	S	800	$36.39	Disposed	175238	Direct
2006-02-09	Common Stock	S	100	$36.40	Disposed	175138	Direct
2006-02-09	Common Stock	S	2400	$36.41	Disposed	172738	Direct
2006-02-09	Common Stock	S	1300	$36.42	Disposed	171438	Direct
2006-02-09	Common Stock	S	1200	$36.43	Disposed	170238	Direct
2006-02-09	Common Stock	S	22600	$36.44	Disposed	147638	Direct
2006-02-09	Common Stock	S	1400	$36.45	Disposed	146238	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-09	Options (Right to Buy)	$23.50	M	95000	Disposed	2007-03-18	Common Stock (95000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54073	Indirect
Common Stock	43168	Indirect

Footnotes

F1: Options became exercisable in 25% increments on the first, third, fifth and seventh anniversary dates of the grant.