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                              April 27, 2020

       Catherine Hoovel
       Corporate Vice President - Chief Accounting Officer
       McDonald's Corporation
       110 North Carpenter Street
       Chicago, Illinois 60607

                                                        Re: McDonald's
Corporation
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2019
                                                            Filed February 26,
2020
                                                            File No. 001-05231

       Dear Ms. Hoovel:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2019

       Mangements Discussion and Analysis of Financial Condition and Results of
Operations
       Operating Income
       Operating margin, page 15

   1.                                                   The operating income
margin appears to materially differ between your principal U.S. and
                                                        International Operated
Markets segments for each year presented. Please consider
                                                        discussing the material
factors causing the difference so investors may understand the
                                                        relative contribution
of each segment.
       Contractual Obligations and Commitments , page 19

   2.                                                   It appears from your
disclosure certain purchase commitments that are not recognized in
                                                        the consolidated
financial statements and are primarily related to construction, inventory,
                                                        energy, marketing and
other service related arrangements that occur in the normal course
                                                        of business have been
excluded from the table of contractual obligations. You further
 Catherine Hoovel
FirstName LastNameCatherine Hoovel
McDonald's Corporation
Comapany NameMcDonald's Corporation
April 27, 2020
Page 27,
April 2 2020 Page 2
FirstName LastName
         state such commitments are generally shorter term in nature, will be
funded from
         operating cash flows, and are not significant to your overall
financial position. Because
         the purpose of the table is to improve investors' ability to assess
liquidity and capital
         resource needs, please explain to us the relative materiality of these
commitments to your
         operating cash flows and what period of time is meant by "shorter term
in nature."
Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Advertising Costs, page 41

3.       You disclose advertising costs of company operated restaurants and
franchisees consist of
         contributions to advertising cooperatives. You further disclose the
costs incurred by these
         advertising cooperatives are approved and managed jointly by vote of
both company
         operated restaurants and franchisees. Please tell us in detail how
these advertising
         cooperatives operate, the significant terms of these arrangements for
both company
         operated restaurants and franchisees and your accounting for the
cooperatives, particularly
         in regard to the costs incurred by and contributions to them.
Additionally, explain to us
         the basis for your conclusion that consolidation of these cooperatives
is not appropriate.
Controls and Procedures
Disclosure Controls, page 59

4.       Your conclusion regarding the effectiveness of disclosures controls
and procedures
         specifically addressed only a portion of the definition of disclosure
controls and
         procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
The portion of the
         definition not addressed is in regard to disclosure controls and
procedures designed to
         ensure that information required to be disclosed in reports filed or
submitted under the Act
         is accumulated and communicated to management as appropriate to allow
timely
         decisions regarding required disclosure. Although there is no
requirement to disclose the
         full definition, specific reference to only a portion of the
definition gives the appearance
         of limiting management s conclusion solely to the portion referred to.
Please represent to
         us and revise future filings to state management s conclusion in
regard to the company's
         disclosure controls and procedures as fully defined in Exchange Act
rules 13a-15(e) and
         15d-15(e).
 Catherine Hoovel
McDonald's Corporation
April 27, 2020
Page 3

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309
with any questions.



FirstName LastNameCatherine Hoovel                        Sincerely,
Comapany NameMcDonald's Corporation
                                                          Division of
Corporation Finance
April 27, 2020 Page 3                                     Office of Trade &
Services
FirstName LastName