MCDONALDS CORP — Director's Dealing 2008

Mar 17, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-03-13

Reporting Person: SANTONA GLORIA (Corp Exec VP, Gen Coun, Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-13	Common Stock	S	1800	$54.62	Disposed	58035	Direct
2008-03-13	Common Stock	S	1200	$54.61	Disposed	56835	Direct
2008-03-13	Common Stock	S	2040	$54.60	Disposed	54795	Direct
2008-03-13	Common Stock	S	100	$54.59	Disposed	54695	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18370	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (3947)	3947	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 3,918 shares previously reported in Table I as common stock held in a non-qualified plan.