MCDONALDS CORP — Director's Dealing 2008

May 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-04-29

Reporting Person: FLOERSCH RICHARD R (Corp Exec VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-29	Common Stock	S	600	$59.7725	Disposed	13419	Direct
2008-04-29	Common Stock	S	4919	$59.77	Disposed	8500	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2661	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (18439)	18439	Indirect

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.

F3: Includes 18,317 shares previously reported in Table I as common stock held in a non-qualified plan.