MCDONALDS CORP — Director's Dealing 2009

Feb 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-02-14

Reporting Person: Stratton Jeffrey P (Corp Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-14	Common Stock	M	7562	—	Acquired	8298	Direct
2009-02-14	Common Stock	F	2243	$56.81	Disposed	6055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-14	Restricted Stock Units	$	M	7562	Disposed	2009-02-14	Common Stock (7562)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6	Indirect
Common Stock	11466	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (7604.88)	7604.88	Indirect

Footnotes

F1: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F2: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

F3: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F4: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.