MCDONALDS CORP — Director's Dealing 2008

Nov 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-10-31

Reporting Person: SANTONA GLORIA (Corp Exec VP, Gen Coun, Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-31	Common Stock	M	23500	$29.43	Acquired	78195	Direct
2008-10-31	Common Stock	M	500	$45.625	Acquired	78695	Direct
2008-10-31	Common Stock	S	24000	$57.3963	Disposed	54695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-31	Options (Right to Buy)	$29.43	M	23500	Disposed	2011-02-02	Common Stock (23500)	Direct
2008-10-31	Options (Right to Buy)	$45.625	M	500	Disposed	2009-04-01	Common Stock (500)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $57.29 to $57.55 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

F2: Options became exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.