MCDONALDS CORP — Director's Dealing 2010

Jan 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-01-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-25	Common Stock	M	5865	$32.60	Acquired	9204	Direct
2010-01-25	Common Stock	S	5865	$63.4608	Disposed	3339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-25	Options (Right to Buy)	$32.60	M	5865	Disposed	2015-02-16	Common Stock (5865)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6	Indirect
Common Stock	13603.57	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (8520.11)	8520.11	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.