MCDONALDS CORP — Director's Dealing 2007

Feb 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2007-02-01

Reporting Person: Thompson Donald (President, McDonald's USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-01	Common Stock	M	6750	$23.50	Acquired	7043	Direct
2007-02-01	Common Stock	M	34000	$26.25	Acquired	41043	Direct
2007-02-01	Common Stock	S	2100	$44.34	Disposed	38943	Direct
2007-02-01	Common Stock	S	10600	$44.35	Disposed	28343	Direct
2007-02-01	Common Stock	S	10900	$44.36	Disposed	17443	Direct
2007-02-01	Common Stock	S	4900	$44.37	Disposed	12543	Direct
2007-02-01	Common Stock	S	12250	$44.38	Disposed	293	Direct
2007-02-01	Common Stock	I	2534	$44.48	Disposed	10138	Indirect
2007-02-01	Common Stock	I	4840	$44.48	Disposed	11995	Indirect
2007-02-02	Common Stock	I	4293	$44.54	Disposed	7702	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-01	Options (Right to Buy)	$23.50	M	6750	Disposed	2007-03-18	Common Stock (6750)	Direct
2007-02-01	Options (Right to Buy)	$26.25	M	34000	Disposed	2008-03-24	Common Stock (34000)	Direct

Footnotes

F1: Discretionary transaction in the Company's non-qualified benefit Plan, transferring funds out of the McDonald's Corporation common stock fund into other investment options.

F2: Discretionary transaction in the Company's Profit Sharing and Savings Plan, transferring funds out of the McDonald's Corporation common stock fund into other investment options.

F3: Options become exercisable in 25% increments on the first, third, fifth and seventh anniversary dates of the grant.