MCDONALDS CORP — Director's Dealing 2007

Apr 3, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2007-03-30

Reporting Person: STONE ROGER W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-30	Phantom Stock	$	D	443.129	Disposed	2007-03-30	Common Stock (443.129)	Direct
2007-03-30	Phantom Stock	$	A	855	Acquired		Common Stock (855)	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' Deferred Compensation Plan (formerly, the 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 or other termination from the Board or a specific future date pursuant to an election.

F3: Acquisition of phantom stock pursuant to Directors' Deferred Compensation Plan in transaction exempt under Rule 16b-3(d)(1). The phantom stock converts to common stock on a one-for-one basis.