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MCDONALDS CORP Director's Dealing 2008

Nov 19, 2008

29783_dirs_2008-11-19_745e32b5-0187-4fca-88eb-23b6e64d78ee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-11-17

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-17 Common Stock I 7146.40 $55.61 Acquired 15914.88 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-17 Phantom Stock $ I 11725.55 Disposed Common Stock (11725.55) Indirect
2008-11-17 Phantom Stock $ I 1264.44 Acquired Common Stock (1264.44) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6241 Direct

Footnotes

F1: The reporting person undertook the reported transactions at the same time and the same price to re-allocate the reporting person's beneficial ownership of the issuer's common stock among certain of the issuer's benefit plans as a result of certain tax considerations. Following the reported transactions, the reporting person's beneficial ownership of the issuer's common stock decreased by 3,314.71 shares.

F2: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F3: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.