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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1. Name and Address of Reporting Person * Hennequin Denis   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 Europe (Last) (First) (Middle) MCDONALD'S FRANCE, 1 RUE GUSTAVE EIFFEL 3. Date of Earliest Transaction (Month/Day/Year) 07/12/2006 (Street) GUYANCOURT CEDEX, PARIS, I0 78 045 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               16,709 D   Common Stock               2,907 I Plan Epargne d'Entreprise

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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)

$ 26.63

07/12/2006

J(1)

20,000

(1)

02/16/2014

Common Stock

20,000

(1)

20,000

D

Options (Right to Buy)

$ 25.45

07/12/2006

J(1)

20,000

(1)

05/21/2014

Common Stock

20,000

(1)

20,000

D

Options (Right to Buy)

$ 32.6

07/12/2006

J(1)

13,800

(1)

02/16/2015

Common Stock

13,800

(1)

13,800

D

Options (Right to Buy)

$ 36.37

07/12/2006

J(1)

24,733

(1)

02/14/2016

Common Stock

24,733

(1)

24,733

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hennequin Denis MCDONALD'S FRANCE 1 RUE GUSTAVE EIFFEL GUYANCOURT CEDEX, PARIS, I0 78 045			President, McDonald's Europe

Signatures

/s/ Denise A. Horne		07/14/2006
**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)	In order to conform with the Company's global stock compensation program, the Company amended the outstanding options of all employees in France, including Mr. Hennequin. The sole effect of these amendments was to extend the expiration date of each option grant by six months to the 10th anniversary of the grant date. The options were granted on February 16, 2004, May 21, 2004, February 16, 2005 and February 14, 2006 and provide for vesting in 25% increments on the first, second, third and fourth anniversary dates of each grant.

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