Securities Exchange Act of 1934
Rules 13e-4(d)(1), 13e-4(e)(3) and 13e-4(f)(1)(ii)
Rule 14e-1(b)

No Action, Interpretive and/or Exemptive Letter:
McDonald's Corporation

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

September 27, 2006

Janet L. Fisher, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006-1470

Re:  McDonald's Corporation ("McDonald's") - Exchange Offer

Dear Ms. Fisher:

We are responding to your letter dated September 27, 2006 addressed to Brian V. Breheny, Pamela Carmody and Adé K. Heyliger, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter.

On the basis of your representations and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Securities Exchange Act of 1934 if McDonald's conducts an exchange offer in the manner described in your letter. In issuing this no-action position, we considered the following facts, among others:

• McDonald's will be disclosing a specified dollar value of Chipotle Mexican Grill, Inc.'s ("Chipotle") class B common stock that tendering McDonald's security holders will receive in exchange for a fixed dollar value of tendered McDonald's common stock;
   
• The formula for determining the number of shares of Chipotle class B common stock to be received in exchange for shares of McDonald's common stock will be disclosed in the tender offer materials disseminated to security holders, the formula will remain fixed throughout the duration of the offer and, if there is a change in the formula, the offer will be extended;
   
• The exchange offer will be extended for two business days if security holders are to receive a dollar value of Chipotle class B common stock other than the specified dollar value disclosed in the tender offer materials because security holders will receive the maximum number of shares of Chipotle class B common stock to be received per share of McDonald's common stock rather than the number of shares determined in accordance with the formula described in the tender offer materials;
   
• McDonald's will publish on a website maintained for the exchange offer the daily indicative calculated per share values and exchange ratios and will provide a toll-free number that McDonald's security holders can use to obtain exchange offer pricing related information;
   
• McDonald's will publish the final exchange ratio on the exchange offer website and in a press release no later than 4:30 p.m., New York City time, on the expiration date of the exchange offer and McDonald's will file an amendment to its Schedule TO on the same date setting forth the same information;
   
• McDonald's will make available a notice of withdrawal in its printed materials and on the exchange offer website and will disclose the procedures for withdrawal, including the times and methods by which tenders and withdrawals must be made;
   
• McDonald's common stock and Chipotle's class A common stock are listed on the New York Stock Exchange and Chipotle's class B common stock will be listed on the New York Stock Exchange upon consummation of the exchange offer; and
   
• Chipotle's class A and class B common stock have substantially similar rights, including, identical economic rights.

The foregoing no-action positions are based solely on your representations and the facts presented in your letter dated September 27, 2006, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the exchange offer. You should discontinue the exchange offer pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this response expresses our position on enforcement action only and does not express any legal conclusion on the question presented.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rest with the participants in the exchange offer. The Division of Corporation Finance expresses no view with respect to any other questions that the exchange offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the exchange offer.

Sincerely,

For the Division of Corporation Finance,

Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/mcdonalds092706.htm