Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective December 4, 2008, the Board of Directors (the "Board") of McDonald's Corporation (the "Company"), upon the recommendation of the Governance Committee of the Board, amended and restated the By-Laws of the Company (the "By-Laws"). Among the changes to the By-Laws, the Board:

· Amended Sections 4 and 7 of Article II to clarify the voting and quorum requirements for stockholder meetings.

· Revised Section 9 of Article II to clarify that previously scheduled stockholders' meetings may be postponed, and that special meetings of stockholders may be cancelled, by the Board.

· Amended Section 11 of Article II to require stockholders' disclosure of certain derivative ownership interests in the Company's stock and certain related person transactions, and to clarify the Company's notice requirements and procedures.

· Revised Section 1 of Article III to clarify the vote that is required to fix the number of directors who constitute the Board.

· Clarified the vote that is required to create a committee of the Board by amending Section 7 of Article III.

† Amended Section 9 of Article III to clarify the quorum required for Board meetings.

The foregoing is a summary of the amendments made to the By-Laws. This summary is qualified in its entirety by reference to the By-Laws, as amended and restated and filed as Exhibit 3(b) attached hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 8, 2008, the Company issued an Investor Release reporting the Company's November and year-to-date 2008 sales. The Investor Release is furnished as Exhibit 99 and is attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3(b) By-Laws of McDonald's Corporation as Amended and Restated

99 Investor Release of McDonald's Corporation issued December 8, 2008:
McDonald's Delivers Another Month of Strong Global Comparable Sales - November Up 7.7%

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