MCDONALDS CORP — Director's Dealing 2008

Aug 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-07-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-30	Common Stock	I	14778.95	$60.45	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-30	Phantom Stock	$	I	3963.47	Disposed		Common Stock (3963.47)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54695	Direct

Footnotes

F1: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F2: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.