MCDONALDS CORP — Director's Dealing 2008

Aug 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-08-01

Reporting Person: Fenton Timothy J (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-01	Common Stock	M	22500	$28.75	Acquired	54246	Direct
2008-08-01	Common Stock	M	12500	$26.63	Acquired	66746	Direct
2008-08-01	Common Stock	M	25000	$25.31	Acquired	91746	Direct
2008-08-01	Common Stock	S	39020	$60.0253	Disposed	52726	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-01	Options (Right to Buy)	$28.75	M	22500	Disposed	2012-03-20	Common Stock (22500)	Direct
2008-08-01	Options (Right to Buy)	$26.63	M	12500	Disposed	2014-02-16	Common Stock (12500)	Direct
2008-08-01	Options (Right to Buy)	$25.31	M	25000	Disposed	2014-05-20	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	500	Indirect
Common Stock	225	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (9537)	9537	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $59.60 to $60.115. 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 become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F3: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F4: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.