Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thompson Donald
2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2006
3. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [MCD]
(Last)
(First)
(Middle)
MCDONALD'S CORPORATION, 2915 JORIE BOULEVARD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, McDonald's USA
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OAK BROOK, IL 60523
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 293
D
 
Common Stock 18,778
I
Profit Sharing Plan
Common Stock 14,880
I
Non-Qualified Benefit Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy)   (1) 03/18/2007 Common Stock 6,750 $ 23.5 D  
Options (Right to Buy)   (1) 03/23/2008 Common Stock 34,000 $ 26.25 D  
Options (Right to Buy)   (2) 05/19/2012 Common Stock 30,000 $ 40.4375 D  
Options (Right to Buy)   (2) 01/24/2013 Common Stock 500 $ 39.5 D  
Options (Right to Buy)   (2) 03/21/2013 Common Stock 41,800 $ 35.25 D  
Options (Right to Buy)   (2) 02/02/2011 Common Stock 110,000 $ 29.43 D  
Options (Right to Buy)   (2) 03/20/2012 Common Stock 90,000 $ 28.75 D  
Options (Right to Buy)   (2) 03/18/2013 Common Stock 64,000 $ 14.31 D  
Options (Right to Buy)   (2) 02/16/2014 Common Stock 30,000 $ 26.63 D  
Options (Right to Buy)   (2) 05/20/2014 Common Stock 30,000 $ 25.31 D  
Options (Right to Buy)   (2) 02/16/2015 Common Stock 25,299 $ 32.6 D  
Options (Right to Buy)   (2) 02/14/2016 Common Stock 20,611 $ 36.37 D  
Restricted Stock Units (3) 02/16/2008 02/16/2008 Common Stock 8,436 $ (3) D  
Restricted Stock Units (3) 02/14/2009 02/14/2009 Common Stock 6,874 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Donald
MCDONALD'S CORPORATION
2915 JORIE BOULEVARD
OAK BROOK, IL 60523
      President, McDonald's USA  

Signatures

/s/ Donald Thompson 08/29/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options become exercisable in 25% increments on the first, third, fifth and seventh anniversary dates of the grant.
(2) Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
(3) Restricted Stock Units (RSUs) are granted under the Company's Amended and Restated 2001 Omnibus Stock Ownership Plan and are subject to the terms of such Plan. Upon vesting, payout under the RSUs will be in the form of an equal number of shares of McDonald's Corporation common stock, or, at the discretion of the Board's Compensation Committee, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.