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MCDONALDS CORP Director's Dealing 2008

Nov 7, 2008

29783_dirs_2008-11-07_f13743e1-7ce4-4b93-8c8d-7133b506e52e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2008-11-06

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-06 Common Stock G 18980 Disposed 31746 Direct
2008-11-06 Common Stock G 18980 Acquired 18980 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 500 Indirect
Common Stock 225 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $ Common Stock (18177.787) 18177.787 Indirect

Footnotes

F1: On November 6, 2008, the reporting person transferred 18,980 shares of the Issuer's common stock directly beneficially owned by the reporting person to a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

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.