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 * Bensen Peter 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) Corp Exec Vice Pres and CFO (Last) (First) (Middle) MCDONALD'S CORPORATION, 2915 JORIE BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 02/14/2009 (Street) OAK BROOK, IL 60523 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 02/14/2009   M   2,269 A $ 0 3,841 D   Common Stock 02/14/2009   F   703 D $ 56.81 3,138 D   Common Stock 02/17/2009   G(1) V 1,572 D $ 0 1,566 D   Common Stock 02/17/2009   G(1) V 1,572 A $ 0 1,572 I By Trust (1) Common Stock               223 I Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

02/14/2009

M

2,269

02/14/2009

02/14/2009

Common Stock

2,269

$ 0

0

D

Phantom Stock

(3)

(4)

(4)

Common Stock

5,274.16

5,274.16

I

Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bensen Peter J MCDONALD'S CORPORATION 2915 JORIE BOULEVARD OAK BROOK, IL 60523			Corp Exec Vice Pres and CFO

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)	On February 17, 2009, the reporting person transferred 1,572 shares of the Issuer's common stock directly beneficially owned by the reporting person to a living revocable trust of which the reporting person's spouse is trustee.
(2)	Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.
(3)	Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.
(4)	Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

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