MCDONALDS CORP — Director's Dealing 2010

Feb 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-02-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-14	Common Stock	M	14439	—	Acquired	33801	Direct
2010-02-14	Common Stock	F	5708	$63.59	Disposed	28093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-14	Restricted Stock Units	$	M	14439	Disposed	2010-02-14	Common Stock (14439)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36459.19	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (4559.50)	4559.50	Indirect

Footnotes

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

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.