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: ROGERS JOHN W JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-30	Phantom Stock	$	A	721	Acquired		Common Stock (721)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75000	Direct
Common Stock	100	Indirect

Footnotes

F1: Beneficial ownership disclaimed.

F2: Acquisition of phantom stock pursuant to Directors' Deferred Compensation Plan. The phantom stock converts to common stock on a one-for-one basis.

F3: Acqusition of phantom stock pursuant to Directors' Deferred Compensation Plan in transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation or dividends reinvested.

F4: 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.