MCDONALDS CORP — Director's Dealing 2008

Mar 13, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-03-11

Reporting Person: Stratton Jeffrey P (Corp Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-11	Common Stock	S	1800	$53.59	Disposed	3936	Direct
2008-03-11	Common Stock	S	2300	$53.58	Disposed	1636	Direct
2008-03-11	Common Stock	S	600	$53.57	Disposed	1036	Direct
2008-03-11	Common Stock	S	300	$53.56	Disposed	736	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11743	Indirect
Common Stock	6	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (391)	391	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.