MCDONALDS CORP — Director's Dealing 2008

Nov 18, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-11-14

Reporting Person: Stratton Jeffrey P (Corp Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-14	Common Stock	M	4000	$26.63	Acquired	4736	Direct
2008-11-14	Common Stock	S	4000	$56	Disposed	736	Direct
2008-11-17	Common Stock	I	1798.24	$55.61	Acquired	11322.23	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-14	Options (Right to Buy)	$26.63	M	4000	Disposed	2014-02-16	Common Stock (4000)	Direct
2008-11-17	Phantom Stock	$	I	6846.19	Acquired		Common Stock (6846.19)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.