MCDONALDS CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-13	Common Stock	M	3443	—	Acquired	21814	Direct
2011-02-13	Common Stock	F	1084	$76.14	Disposed	20730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-13	Restricted Stock Units	$	M	3443	Disposed	2011-02-13	Common Stock (3443)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37782.64	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (4680.53)	4680.53	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment.

F2: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock

F3: Each share of phantom stock represents a 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.