Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fenton Timothy J
   2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [MCD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, McDonald's APMEA
(Last)
(First)
(Middle)
MCDONALD'S APMEA, RBS TOWER, 1 MATHESON ST.		 3. Date of Earliest Transaction (Month/Day/Year)
02/13/2009
(Street)

CAUSEWAY BAY, K3 00000		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/13/2009   M   37,950 A $ 35.25 68,896 D  
Common Stock 02/13/2009   S   37,950 D $ 57.4282 (1) 30,946 D  
Common Stock 02/14/2009   M   8,249 A $ 0 39,195 D  
Common Stock 02/14/2009   F   2,430 D $ 56.81 36,765 D  
Common Stock               18,980 I By Trust (2)
Common Stock               927 I By Son
Common Stock               637 I By Son

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $ 35.25 02/13/2009   M     37,950   (3) 03/21/2013 Common Stock 37,950 $ 0 2,599 D  
Restricted Stock Units (4) 02/14/2009   M     8,249 02/14/2009(5) 02/14/2009 Common Stock 8,249 $ 0 0 D  
Phantom Stock (6)               (7)   (7) Common Stock 18,335.08   18,335.08 I Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fenton Timothy J
MCDONALD'S APMEA
RBS TOWER, 1 MATHESON ST.
CAUSEWAY BAY, K3 00000		       President, McDonald's APMEA  

Signatures

 /s/ Christopher Weber, Attorney-in-fact   02/18/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This transaction was executed in multiple trades at prices ranging from $57.32 to $57.51 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.
(2) These shares are held in a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.
(3) Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
(4) Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.
(5) Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.
(6) Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.
(7) Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

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