MCDONALDS CORP — Director's Dealing 2008

Apr 25, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-04-24

Reporting Person: Ozan Kevin (Corp Sr Vice Pres - Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-24	Common Stock	M	3750	$14.31	Acquired	4152	Direct
2008-04-24	Common Stock	S	3750	$59	Disposed	402	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-24	Options (Right to Buy)	$14.31	M	3750	Disposed	2013-03-18	Common Stock (3750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2675	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (55)	55	Indirect

Footnotes

F1: Options became 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.

F4: Includes 54 shares previously reported in Table I as common stock held in a non-qualified benefit plan.