MCDONALDS CORP — Director's Dealing 2008

Jun 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-06-10

Reporting Person: MCKENNA ANDREW J (Director, Non-Exec Chairman of the Bd)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-10	Restricted Stock Units	$	A	14222	Acquired		Common Stock (14222)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41881	Direct
Common Stock	640	Indirect

Footnotes

F1: Beneficial ownership disclaimed.

F2: Each restricted stock unit (RSU) represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout of the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F3: The RSUs will vest on the later of one year from the grant date or Mr. McKenna's retirement date.