MCDONALDS CORP — Director's Dealing 2008

Apr 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2007-08-31

Reporting Person: Fenton Timothy J (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-31	Common Stock	G	200	—	Disposed	32471	Direct
2007-08-31	Common Stock	G	500	—	Disposed	31971	Direct
2007-08-31	Common Stock	G	225	—	Disposed	31746	Direct
2007-08-31	Common Stock	G	500	—	Acquired	500	Indirect
2007-08-31	Common Stock	G	225	—	Acquired	225	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (9487)	9487	Indirect

Footnotes

F1: Represents a gift of shares to adult son. The gifted shares are no longer beneficially owned by the reporting person following the reported transaction.

F2: This total represents the shares currently beneficially owned by the reporting person following the reported transaction. This amount is less 767 shares that were erroneously reported as owned on the reporting person's Form 3 filed on October 10, 2006.

F3: Represents a gift of shares to one of the reporting person's financially dependent sons.

F4: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

F6: Total represents phantom stock holdings as of March 1, 2008.