Mail Stop 3561
										May 26, 2006


By U.S. Mail

Mr. Matthew H. Paull
Corporate Senior Executive
  Vice President and Chief Financial
   Officer
McDonald`s Corporation
McDonald`s Plaza
Oak Brook, Illinois  60523


	RE: 	McDonald`s Corporation
		Form 10-K for the Fiscal Year Ended December 31, 2005
      File No. 1-05231


Dear Mr. Paull:

      We have reviewed your filing solely for the issues
identified
below and have the following comments.  We think you should revise
your document in future filings in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      Please respond to confirm that such comments will be
complied
with, or, if certain of the comments are deemed inappropriate,
advise
the staff of your reason.  Your response should be submitted in
electronic form, under the label "corresp" with a copy to the
staff.
Please respond within ten (10) business days.


Form  10-K for the for the year ended December 31, 2005
Item 6.  Selected Financial Data, page 12

1. Revise future filings to balance your presentation of cash
provided by operations with disclosures of cash flows from
investing
and financing activities for each year presented.

Financial Statements
Summary of Significant Accounting Policies
Long-lived assets, page 40

2. We note that you initially group assets together at the
television
market level in the U.S. and at the country level for each of the
international markets for purposes of annually reviewing your
restaurant assets for impairment.  Supplementally tell us, with a
view toward expanded disclosure in future filings, how you
determined
that cash flows of single restaurants are not independent for
purposes of initially grouping assets for purposes of performing
your
recoverability test pursuant to paragraph 10 of SFAS 144.  We may
have further comments.

Other

3. Please revise your notes to your financial statements in future
filings to disclose commitments and contingencies, including
management`s assessment of loss contingencies as required by SFAS
5.


********

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Katherine Mathis at (202) 551-3313 or Lyn
Shenk
at (202) 551-3380 if you have questions on the above comments.
You
may also contact me at (202) 551-3813 if you have any other
questions.




      Sincerely,



								Linda Cvrkel
								Branch Chief


Mr. Matthew H. Paull
McDonald's Corporation
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