MCDONALDS CORP — Director's Dealing 2010

Oct 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-10-22

Reporting Person: Fields Janice L (President, McDonald's USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-22	Common Stock	M	32500	$29.43	Acquired	60800	Direct
2010-10-22	Common Stock	S	32500	$78.00	Disposed	28300	Direct
2010-10-22	Common Stock	S	10000	$78.00	Disposed	18300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-22	Options (Right to Buy)	$29.43	M	32500	Disposed	2011-02-02	Common Stock (32500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37439.52	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (4648.30)	4648.30	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment.

F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.