MCDONALDS CORP — Director's Dealing 2008

Jun 17, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-06-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-13	Common Stock	M	7500	$25.31	Acquired	8236	Direct
2008-06-13	Common Stock	S	1700	$59.77	Disposed	6536	Direct
2008-06-13	Common Stock	S	1500	$59.76	Disposed	5036	Direct
2008-06-13	Common Stock	S	1800	$59.75	Disposed	3236	Direct
2008-06-13	Common Stock	S	2500	$59.74	Disposed	736	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-13	Options (Right to Buy)	$25.31	M	7500	Disposed	2014-05-20	Common Stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9388	Indirect
Common Stock	6	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (450)	450	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.