MCDONALDS CORP — Director's Dealing 2008

Feb 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-02-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-13	Options (Right to Buy)	$56.64	A	44492	Acquired	2018-02-13	Common Stock (44492)	Direct
2008-02-13	Restricted Stock Units	$	A	6356	Acquired	2011-02-13	Common Stock (6356)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	293	Direct
Common Stock	8317	Indirect
Common Stock	19443	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F2: Each restricted stock unit (RSU) represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F3: Performance based on diluted earnings per share growth.