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CORRESP
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      Correspondence April 12 2007

              McDonald's
                Corporation

              2915
                Jorie Boulevard

              Oak
                Brook,
                IL  60523-1900

    April
      12,
      2007

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    Washington,
      D.C. 20549

    RE:
 McDonald’s
      Corporation

      Form 10-K for the Year Ended December 31, 2006

      File No. 1-05231

Dear
      Ms.
      Cvrkel:

    In
      reply
      to your letter dated March 21, 2007, we have the following responses to your
      comments. We appreciate the staff’s willingness to discuss the comments with us
      and to provide us with the staff’s perspective on these matters.

    Annual
      Report on Form 10-K for the year ended December 31,
      2006

    Consolidated
      Statement of Cash Flows, page 32

    1. Comment

    In
      future filings, please revise to include the effect of exchange rate changes
      as
      a separate part of the reconciliation of the change in cash and cash
      equivalents. Refer to SFAS 95, paragraph 25.

    Response

    As
      requested by the staff, we will revise future filings, starting with our Form
      10-Q for the quarter ended March 31, 2007, to include the effect of exchange
      rate changes as a separate part of the reconciliation of the change in cash
      and
      cash equivalents.

    Notes
      to Consolidated Financial Statements, page 34

    Discontinued
      Operations, page 38

    2. Comment

    We
      note the disclosure indicating that the company completely separated from
      Chipotle through a non-cash tax-free exchange of its 16.5 million shares of
      Chipotle class B common stock in exchange for 18.6 million shares of its common
      stock and recognized a tax-free gain of $479.6 million. Please tell us and
      revise future filings to explain in further detail how you calculated or
      determined the amount of the gain recognized in connection with this
      transaction. As part of your response, please tell us the carrying value of
      your
      investment in Chipotle at the time this

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page
                2

    transaction
      occurred and tell us how you valued the 18.6 million shares of common stock
      received in connection with this transaction. We may have further comment upon
      receipt of your response.

    Response

    In
      calculating the gain on the Chipotle transaction, we considered the guidance
      included in EITF 01-2, Interpretations
      of APB 29, Accounting for Non-Monetary Transactions,
      which
      indicates that non-pro rata split-off transactions should be accounted for
      at
      fair value. The 18.6 million shares of McDonald’s common stock exchanged for
      Chipotle class B common stock were valued at $39.91845 per share, or $743.6
      million in total. This final per-share value was calculated by reference to
      the
      average of the “daily volume-weighted average price” of McDonald’s common stock
      on the New York Stock Exchange on the last two trading days of the exchange
      offer period (October 4 and 5, 2006). This was the basis on which the exchange
      was effected as described in Chipotle’s registration statement on Form S-4 (File
      No. 333-137177) and McDonald’s Schedule TO (File No. 005-12299) relating to the
      exchange offer. McDonald’s carrying value of Chipotle was $250.1 million. The
      tax-free gain of $479.6 million also reflected approximately $14 million of
      fees
      and other costs incurred in conjunction with the exchange.

    We
      will
      revise future filings to include the detail of how the gain was
      calculated.

            3.

              Comment

    Also,
      please revise the notes to your financial statements in future filings to
      include all of the disclosures required by paragraph 47 of SFAS No.144, as
      applicable, with respect to the Chipotle business that has been disposed
      of.

    Response

    We
      believe that we have complied with paragraph 47 of SFAS No.144 with respect
      to
      the disposal of the Chipotle business and, accordingly, we respectfully submit
      that no further disclosure is required. In particular, we note the following
      with respect to the disclosure about the disposal that appears in the 2006
      Form
      10-K:

    Paragraph
      47(a) - We disclosed the manner and timing of the disposal in the Discontinued
      Operations
      footnote
      to the Consolidated financial statements and disclosed the total assets and
      liabilities relating to discontinued operations on the face of the Consolidated
      balance sheet. (Note that separate disclosure of the major classes of assets
      and
      liabilities was not considered material, since total assets and liabilities
      were
      not material.) We also included a discussion of the facts and circumstances
      leading to the disposal in Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
(MD&A),
      which we did not believe was sufficiently material to be reiterated in the
      footnotes to the Consolidated financial statements, particularly since the
      planned disposal by McDonald’s of the Chipotle business had been previously
      disclosed by McDonald’s as part of its SEC filings.

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page 3

      Paragraph
        47(b) - We disclosed the gain and related financial statement caption in
        the
Discontinued
        Operations
        footnote
        to the Consolidated financial statements.

      Paragraph
        47(c) - Chipotle represented no more than 3% of consolidated revenues and
        1% of
        consolidated pretax income for all periods presented. We did not consider
        this
        significant enough to require separate disclosure.

      Paragraph
        47(d) - We believe we provided appropriate information responsive to this
        item
        in the Segment
        and Geographic Information
        footnote
        to the Consolidated financial statements.

            4.

              Comment

    In
      addition, please reconcile the cash proceeds received by the company from the
      sale of Chipotle shares of $329.1 as disclosed on page 38 with the amount
      reflected in the cash flow statement of 2006 of $281.7
      million.

    Response

    The
      following is a reconciliation of the cash proceeds received of $329.1 million
      as
      a result of the sales of Chipotle shares to the $281.7 million reflected in
      the
      caption “Chipotle disposition” in the Consolidated statement of cash flows. The
      main difference between the two numbers is the cash on Chipotle’s books at the
      date of the exchange.

            Cash
              proceeds
            $329.1

            Cash
              on Chipotle's books*
              (36.6)

            Fees
              paid
              (10.8)

            Chipotle
              disposition
            $281.7

    *Cash
      net
      of IPO proceeds of approximately $120.9 million.

    We
      do not
      believe that Chipotle’s cash balance, the IPO proceeds or the fees were
      significant enough to the post split-off Consolidated statement of cash flows
      to
      warrant separate disclosure therein.

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page
                4

    Impairment
      and Other Charges (Credits), Net, page 38

            5.

              Comment

    We
      note that in 2005 and 2006 you have transferred ownership interests in
      restaurants to developmental licensees and recognize related gains and losses.
      Please tell us and revise future filings to expand your disclosures to include
      your accounting for such transactions including the nature and amount of the
      consideration received in these transactions, how you determine the value of
      the
      assets transferred, and how you determine the related gain or loss. Please
      also
      tell us the accounting literature upon which you relied in determining that
      recognition of gains and losses is appropriate.

    Response

    In
      2005
      and 2006, there were a limited number of markets converted to the developmental
      licensee structure (two in 2005 and four in 2006). We did not separately
      disclose the consideration received because we did not consider the amounts
      to
      be significant. The impact on the financial results of the Company related
      to
      this activity was as follows (in millions):

            2005
            2006

            Cash
              proceeds from conversions
            $25
            $23

            Net
              book value of assets sold in conversions

              (2)
             (59)

            Credits
              / (Charges)
            $23
            $(36)

The
      accounting related to this activity is addressed in the Summary
      of Significant Accounting Policies
      footnote
      to the Consolidated financial statements under the caption “Long-lived
      assets”.
      The
      second paragraph under that caption discusses the accounting policy followed
      for
      assets held for disposal under SFAS No. 144. Although these transactions have
      historically been insignificant to the Company’s consolidated results of
      operations, late last year we consulted with Mr. Joe Ucuzoglu in the Office
      of
      the Chief Accountant (Accounting Group - Interpretations) of the Securities
      and
      Exchange Commission with respect to the appropriate accounting treatment for
      these types of transactions. Our consultation was prompted by the potential
      significance of future developmental license transactions as indicated under
      Outlook
      for 2007
      in the
      MD&A included in the 2006 Form 10-K. While the Office of the Chief
      Accountant acknowledged the existence of an alternative method (specifically,
      carryover of existing basis), we were advised that the staff would not object
      to
      McDonald’s use of a method that would result in recording
      a loss equal to the difference between the estimated net cash proceeds and
      the
      net book value of the assets sold, including the accumulated translation
      adjustment currently recorded in equity in accordance with EITF 01-5,
Application
      of FASB Statement No. 52 to an Investment Being Evaluated for Impairment That
      Will Be Disposed Of,
      at the
      point when the “held for sale” criteria under SFAS No. 144 are met.
      In
      reaching its conclusion, the Office of the Chief Accountant advised McDonald’s
      that it was relying on McDonald’s representation that the monthly royalty rate
      under the developmental licensing arrangement would be within a reasonable
      range
      of what one would consider a market rate.

                Mr.
                  Matthew H. Paull

                McDonald's
                  Corporation

                April
                  12, 2007

                Page 5

    As
      part
      of our consultation with the Office of the Chief Accountant, McDonald’s agreed,
      as significant transactions arise, to discuss both alternative accounting
      methods in the Critical
      Accounting Policies
      disclosure included as part of the MD&A in the relevant periodic report and
      to quantify the difference between their application in the circumstances.
      We
      also agreed to review our proposed disclosures with the staff prior to
      finalization.

    Franchise
      Arrangements, page 39

            6.

              Comment

    Since
      franchise operations are a significant component of your operations, please
      revise the notes to your financial statements in future filings to disclose
      the
      number of franchises sold during the period, the number of franchises purchased
      during the period, the number of franchised outlets in operation and the number
      of company owned locations in operation. Refer to the disclosure requirements
      outlines in paragraph 23 of SFAS No.45.

    Response

    We
      have
      not historically disclosed the number of restaurants purchased from or sold
      to
      franchisees because the net effect of these transactions has not had a material
      impact on the Company’s results as disclosed in the Franchise
      Arrangements
      footnote
      to the Consolidated financial statements. There were 401, 279 and 276
      restaurants purchased from franchisees in 2006, 2005 and 2004, respectively,
      and
      447, 373 and 231 restaurants sold to franchisees during those years. Given
      the
      total number of Systemwide restaurants, which was 31,667 at December 31, 2006,
      and our expectation that these transactions will continue to be insignificant
      to
      our consolidated results of operations, we do not believe that disclosure of
      these transactions is material to investors. If the level of this activity
      becomes material to our consolidated results of operations, we will modify
      our
      disclosure practice as appropriate.

    We
      disclosed the number of franchised and Company-operated restaurants in operation
      in the 2006 Form 10-K under Item 6, Selected
      Financial Data,
      and in
      MD&A. In future filings, we will also provide this data in the footnotes to
      the Consolidated financial statements.

    *
      *
      *

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page 6

    In
      connection with this response, the Company acknowledges that (i) the Company
      is
      responsible for the adequacy and accuracy of the disclosure in the filing;
      (ii)
      staff comments or changes to disclosure in response to the staff’s comments do
      not foreclose the Commission from taking any action with respect to the filing;
      and (iii) the Company may not assert staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

    We
      hope
      that our responses adequately address your comments. If you have any questions
      on this letter or need further assistance, please call Pete Bensen, Corporate
      Senior Vice President - Controller, at (630) 623-3506 or me at (630)
      623-7001.

              Sincerely,

            /s/ Matthew
              H. Paull

            Matthew
              H. Paull

              Corporate
                Senior
                Executive Vice President

              and Chief Financial
                Officer

    cc:
      U.S. Securities and Exchange Commission

          Heather
      Clark

      McDonald’s Corporation

    Jim
      Skinner, Chief Executive Officer

    Pete
      Bensen, Corporate Senior Vice President - Controller