MCDONALDS CORP — Director's Dealing 2009

May 14, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-05-12

Reporting Person: SKINNER JAMES A (Director, Vice Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-12	Common Stock	M	150000	$29.43	Acquired	339693	Direct
2009-05-12	Common Stock	S	150000	$53.5583	Disposed	189693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-12	Options (Right to Buy)	$29.43	M	150000	Disposed	2011-02-02	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33256	Indirect
Common Stock	47466	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (36734.02)	36734.02	Indirect

Footnotes

F1: Includes 10,964 shares that were previously reported as held in a grantor retained annuity trust but which are now held directly by the reporting person.

F2: This transaction was executed in multiple trades at prices ranging from $53.42 to $53.75 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F4: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.