MCDONALDS CORP — Director's Dealing 2011

Jan 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Common Stock	M	11336	$36.37	Acquired	22824	Direct
2011-01-26	Common Stock	S	11336	$75.408	Disposed	11488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Options (Right to Buy)	$36.37	M	11336	Disposed	2016-02-14	Common Stock (11336)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	425	Indirect
Common Stock	6	Indirect
Common Stock	14123.63	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (9254.62)	9254.62	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $75.40 to $75.43 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

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.