MCDONALDS CORP — Director's Dealing 2009

Oct 27, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-10-23

Reporting Person: Ozan Kevin (Corp Sr Vice Pres - Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-23	Common Stock	M	6400	$29.43	Acquired	7120	Direct
2009-10-23	Common Stock	S	6400	$59.40	Disposed	720	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-23	Options (Right to Buy)	$29.43	M	6400	Disposed	2011-02-02	Common Stock (6400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2806	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (57.52)	57.52	Indirect

Footnotes

F1: Options became 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.