MCDONALDS CORP — Director's Dealing 2008

Mar 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-02-29

Reporting Person: Thompson Donald (President, McDonald's USA)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	Phantom Stock	$	A	1560	Acquired		Common Stock (1560)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6241	Direct
Common Stock	8317	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 19,443 shares previously reported in Table I as common stock held in non-qualified benefit plan.