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: Fenton Timothy J (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-22	Common Stock	M	24733	$36.37	Acquired	54839	Direct
2010-10-22	Common Stock	S	24733	$78.00	Disposed	30106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-22	Options (Right to Buy)	$36.37	M	24733	Disposed	2016-02-14	Common Stock (24733)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2441	Indirect
Common Stock	1386	Indirect
Common Stock	1134	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (19318.88)	19318.88	Indirect

Footnotes

F1: These shares are held in a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

F2: Includes shares acquired through dividend reinvestment.

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.