MCDONALDS CORP — Director's Dealing 2008

Oct 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-10-23

Reporting Person: SKINNER JAMES A (Director, Vice Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-23	Common Stock	P	12500	$54.6157	Acquired	158738	Direct
2008-10-23	Common Stock	P	7500	$55.6455	Acquired	166238	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24220	Indirect
Common Stock	46199	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (36038)	36038	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $54.45 to $54.90. 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: This transaction was executed in multiple trades at prices ranging from $55.57 to $55.69. 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.

F3: Represents 24,220 shares that were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on March 14, 2008.

F4: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

F6: Includes 35,437 shares previously reported in Table I as common stock held in a non-qualified benefit plan.