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 *
Alvarez Ralph
   2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [MCD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last)
(First)
(Middle)
MCDONALD'S CORPORATION, 2915 JORIE BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
07/14/2008
(Street)

OAK BROOK, IL 60523		 4. If Amendment, Date Original Filed(Month/Day/Year)
07/16/2008		 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               8,664 I By Trust (1)

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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
Restricted Stock Units (2) (3) 07/14/2008   D     20,000 07/14/2008 07/14/2008 Common Stock 20,000 $ 0 0 D  
Phantom Stock (4)               (5)   (5) Common Stock 41,053   41,053 I Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Alvarez Ralph
MCDONALD'S CORPORATION
2915 JORIE BOULEVARD
OAK BROOK, IL 60523		   X     President and COO  

Signatures

 Christopher Weber, Attorney-in-fact   07/25/2008
**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) These shares are held in a trust for the benefit of the reporting person's wife, who is the grantor and trustee of the trust.
(2) On July 16, 2008, the reporting person filed a Form 4 (the "Original Form 4") to report, among other transactions, (i) the vesting of 20,000 restricted stock units, (ii) the corresponding receipt of 20,000 shares of McDonald's Corporation common stock underlying the restricted stock units and (iii) the disposition of 7,890 shares for the purpose of satisfying tax withholding obligations incurred upon vesting. This amendment to the Original Form 4 is filed to report the receipt of the proceeds of all 20,000 shares of McDonald's Corporation common stock underlying the restricted stock units. The proceeds of the 20,000 shares of McDonald's Corporation common stock were deferred by the reporting person into the McDonald's Excess Benefit and Deferred Bonus Plan and invested pursuant to the reporting person's ongoing investment elections. Accordingly, this amendment reports the disposition of 20,000 restricted stock units.
(3) Each restricted stock unit represents the right to acquire one share of McDonald's Corporation common stock.
(4) Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.
(5) Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

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