MCDONALDS CORP - Director's Dealing 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-11	Common Stock	M	25000	$28.75	Acquired	64642	Direct
2008-03-11	Common Stock	S	2000	$54.08	Disposed	62642	Direct
2008-03-11	Common Stock	S	3200	$54.07	Disposed	59442	Direct
2008-03-11	Common Stock	S	650	$54.06	Disposed	58792	Direct
2008-03-11	Common Stock	S	1600	$54.05	Disposed	57192	Direct
2008-03-11	Common Stock	S	300	$54.04	Disposed	56892	Direct
2008-03-11	Common Stock	S	2800	$54.02	Disposed	54092	Direct
2008-03-11	Common Stock	S	4500	$54.01	Disposed	49592	Direct
2008-03-11	Common Stock	S	4228	$54	Disposed	45364	Direct
2008-03-11	Common Stock	S	400	$53.99	Disposed	44964	Direct
2008-03-11	Common Stock	S	3280	$53.98	Disposed	41684	Direct
2008-03-11	Common Stock	S	1792	$53.97	Disposed	39892	Direct
2008-03-11	Common Stock	S	250	$53.96	Disposed	39642	Direct
2008-03-11	Common Stock	S	400	$54.44	Disposed	39242	Direct
2008-03-11	Common Stock	S	2004	$54.43	Disposed	37238	Direct
2008-03-11	Common Stock	S	400	$54.42	Disposed	36838	Direct
2008-03-11	Common Stock	S	2500	$54.41	Disposed	34338	Direct
2008-03-11	Common Stock	S	900	$54.40	Disposed	33438	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-11	Options (Right to Buy)	$28.75	M	25000	Disposed	2012-03-20	Common Stock (25000)	Direct

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

F1: Options become 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 9,419 shares previously reported in Table I as common stock held in a non-qualified plan.