As filed with the Securities and Exchange Commission on September 30,
                                    1998

                                               Registration No.
                                                                -----------
  =========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  --------

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         THE SECURITIES ACT OF 1933
                                  --------

                           McDonald's Corporation
             (Exact name of issuer as specified in its charter)

              DELAWARE                       36-2361282
       (State of incorporation)      (I.R.S. Employer Identification No.)

            One McDonald's Plaza, Oak Brook, Illinois 60523-1900
            (Address and zip code of principal executive offices)
                                  --------

         McDONALD'S CORPORATION 1992 STOCK OWNERSHIP INCENTIVE PLAN
                          (Full title of the Plan)
                                  --------

                               GLORIA SANTONA
            Vice President, Deputy General Counsel and Secretary
                            One McDonald's Plaza
                       Oak Brook, Illinois 60523-1900
                               (630) 623-3373
          (Name, address and telephone number of agent for service)


                       CALCULATION OF REGISTRATION FEE
  =========================================================================
                                                  Proposed
       Title of                   Proposed        Maximum
       Securities  Amount of      Maximum         Aggregate   Amount of
       to be       Shares to be   Offering Price  Offering    Registration
       Registered  Registered(1)  Per Share(2)    Price       Fee
  -------------------------------------------------------------------------
  Common Stock,
    par value $.01
    per share, with
    associated
    preferred stock
    purchase rights 15,000,000      $57.19       $857,850,000   $253,066
  =========================================================================
   (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
       amended, this Registration Statement registers such indeterminate
       number of additional shares as may be issuable under the Plan in
       connection with share splits, share dividends or similar
       transactions.
   (2) Estimated pursuant to Rule 457(h) based on the average of the high and
       low prices for the Common Stock as reported on the New York Stock
       Exchange Composite Tape on September 25, 1998.
                                    
  =========================================================================
<PAGE>
                                   PART II

  The contents of Registration Statement No. 333-03409 under the Securities
  Exchange Act of 1933 of McDonald's Corporation are incorporated herein by
  reference.

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 8.  Exhibits.

    The undersigned hereby  files the exhibits  identified on  the Exhibit
  Index included as part of this Registration Statement.

<PAGE>

                                 SIGNATURES

    Pursuant to  the  requirements  of the  Securities  Act  of 1933,  the
  Registrant certifies that it  has reasonable grounds  to believe that  it
  meets all of the requirements for filing on Form S-8, and has duly caused
  this  Registration  Statement  to  be  signed   on  its  behalf  by   the
  undersigned, thereunto duly authorized, in the Village of Oak Brook,  and
  State of Illinois, on the 30th day of September, 1998.

                                     McDONALD'S CORPORATION


                                     By: /s/ Michael L. Conley 
                                        ----------------------------------
                                        Michael L. Conley
                                        Executive Vice President and Chief
                                        Financial Officer

    KNOW ALL  MEN BY  THESE  PRESENTS, that  each  person whose  signature
  appears below  constitutes and  appoints Michael  L. Conley,  Jeffrey  B.
  Kindler,  Carleton D. Pearl and Gloria Santona, and each of them, his  or
  her true  and lawful  attorneys-in-fact and  agents, with  full power  of
  substitution and resubstitution, for him or  her and in his or her  name,
  place and  stead,  in  any  and  all capacities,  to  sign  any  and  all
  amendments (including  post-effective  amendments) to  this  Registration
  Statement, and to file the same, with all exhibits thereto and all  other
  documents in  connection  therewith,  with the  Securities  and  Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each  of
  them, full power and authority to do  and perform each and every act  and
  thing requisite and necessary  to be done in  and about the premises,  as
  fully to all  intents and  purposes as he  or she  might or  could do  in
  person, hereby ratifying and  confirming all that said  attorneys-in-fact
  and agents or any of them, or  his or her substitute or substitutes,  may
  lawfully do or cause to be done by virtue thereof.

    Pursuant to  the requirements  of  the Securities  Act  of 1933,  this
  Registration Statement has been signed below by the following persons  in
  the capacities indicated and on the 30th day of September, 1998.

           Signature                          Title


      /s/ Hall Adams, Jr.        Director
     ------------------------
        Hall Adams, Jr.


   /s/ Robert M. Beavers, Jr.    Senior Vice President and Director
   --------------------------      
     Robert M. Beavers, Jr.


     /s/ James R. Cantalupo      Vice Chairman, Chairman and Chief Executive
    -----------------------        Officer---McDonald's International and
       James R. Cantalupo          Director


       /s/ Gordon C. Gray        Director
     ----------------------
         Gordon C. Gray


     /s/ Jack M. Greenberg       President, Chief Executive Officer and
    ------------------------       Director
       Jack M. Greenberg


   /s/ Enrique Hernandez, Jr.    Director
   --------------------------
     Enrique Hernandez, Jr.


      /s/ Donald R. Keough       Director
    -------------------------
        Donald R. Keough


      /s/ Donald G. Lubin        Director
    -------------------------
        Donald G. Lubin


      /s/ Walter E. Massey       Director
    -------------------------
        Walter E. Massey


     /s/ Andrew J. McKenna       Director
    -------------------------
       Andrew J. McKenna


     /s/ Michael R. Quinlan      Chairman and Director
    --------------------------
       Michael R. Quinlan


      /s/ Terry L. Savage        Director
    --------------------------
        Terry L. Savage


       /s/ Roger W. Stone        Director
    --------------------------
         Roger W. Stone


     /s/ Robert N. Thurston      Director
    --------------------------
       Robert N. Thurston


                                 Senior Chairman and Director
    --------------------------
         Fred L. Turner


    /s/ B. Blair Vedder, Jr.     Director
   ----------------------------
      B. Blair Vedder, Jr.


     /s/ Michael L. Conley       Executive Vice President and Chief Financial
   ----------------------------    Officer
       Michael L. Conley


    /s/ Christopher Pieszko      Senior Vice President and Controller
   ----------------------------
      Christopher Pieszko

<PAGE>
                              INDEX TO EXHIBITS

  Exhibit
  Number    Exhibit

  5         Opinion of Gloria Santona, including consent

  23(a)     Consent of Gloria Santona is included in Exhibit 5

  23(b)     Consent of Ernst & Young LLP

  24        Power of Attorney (included on signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 8195}]
{"company-data": {"conformed-name": "MCDONALDS CORP", "cik": "0000063908", "assigned-sic": "5812", "irs-number": "362361282", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65033", "film-number": "98718811"}, "business-address": {"street1": "ONE MCDONALD'S PLZ", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "6306233000"}}
As filed with the Securities and Exchange Commission on September 30,
                                    1998

                                               Registration No.
                                                                -----------
  =========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  --------

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         THE SECURITIES ACT OF 1933
                                  --------

                           McDonald's Corporation
             (Exact name of issuer as specified in its charter)

              DELAWARE                       36-2361282
       (State of incorporation)      (I.R.S. Employer Identification No.)

            One McDonald's Plaza, Oak Brook, Illinois 60523-1900
            (Address and zip code of principal executive offices)
                                  --------

         McDONALD'S CORPORATION 1992 STOCK OWNERSHIP INCENTIVE PLAN
                          (Full title of the Plan)
                                  --------

                               GLORIA SANTONA
            Vice President, Deputy General Counsel and Secretary
                            One McDonald's Plaza
                       Oak Brook, Illinois 60523-1900
                               (630) 623-3373
          (Name, address and telephone number of agent for service)

                       CALCULATION OF REGISTRATION FEE
  =========================================================================
                                                  Proposed
       Title of                   Proposed        Maximum
       Securities  Amount of      Maximum         Aggregate   Amount of
       to be       Shares to be   Offering Price  Offering    Registration
       Registered  Registered(1)  Per Share(2)    Price       Fee
  -------------------------------------------------------------------------
  Common Stock,
    par value $.01
    per share, with
    associated
    preferred stock
    purchase rights 15,000,000      $57.19       $857,850,000   $253,066
  =========================================================================
   (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
       amended, this Registration Statement registers such indeterminate
       number of additional shares as may be issuable under the Plan in
       connection with share splits, share dividends or similar
       transactions.
   (2) Estimated pursuant to Rule 457(h) based on the average of the high and
       low prices for the Common Stock as reported on the New York Stock
       Exchange Composite Tape on September 25, 1998.
                                    
  =========================================================================
PART II

  The contents of Registration Statement No. 333-03409 under the Securities
  Exchange Act of 1933 of McDonald's Corporation are incorporated herein by
  reference.

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 8.  Exhibits.

    The undersigned hereby  files the exhibits  identified on  the Exhibit
  Index included as part of this Registration Statement.
SIGNATURES

    Pursuant to  the  requirements  of the  Securities  Act  of 1933,  the
  Registrant certifies that it  has reasonable grounds  to believe that  it
  meets all of the requirements for filing on Form S-8, and has duly caused
  this  Registration  Statement  to  be  signed   on  its  behalf  by   the
  undersigned, thereunto duly authorized, in the Village of Oak Brook,  and
  State of Illinois, on the 30th day of September, 1998.

                                     McDONALD'S CORPORATION

                                     By: /s/ Michael L. Conley 
                                        ----------------------------------
                                        Michael L. Conley
                                        Executive Vice President and Chief
                                        Financial Officer

    KNOW ALL  MEN BY  THESE  PRESENTS, that  each  person whose  signature
  appears below  constitutes and  appoints Michael  L. Conley,  Jeffrey  B.
  Kindler,  Carleton D. Pearl and Gloria Santona, and each of them, his  or
  her true  and lawful  attorneys-in-fact and  agents, with  full power  of
  substitution and resubstitution, for him or  her and in his or her  name,
  place and  stead,  in  any  and  all capacities,  to  sign  any  and  all
  amendments (including  post-effective  amendments) to  this  Registration
  Statement, and to file the same, with all exhibits thereto and all  other
  documents in  connection  therewith,  with the  Securities  and  Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each  of
  them, full power and authority to do  and perform each and every act  and
  thing requisite and necessary  to be done in  and about the premises,  as
  fully to all  intents and  purposes as he  or she  might or  could do  in
  person, hereby ratifying and  confirming all that said  attorneys-in-fact
  and agents or any of them, or  his or her substitute or substitutes,  may
  lawfully do or cause to be done by virtue thereof.

    Pursuant to  the requirements  of  the Securities  Act  of 1933,  this
  Registration Statement has been signed below by the following persons  in
  the capacities indicated and on the 30th day of September, 1998.

           Signature                          Title

      /s/ Hall Adams, Jr.        Director
     ------------------------
        Hall Adams, Jr.

   /s/ Robert M. Beavers, Jr.    Senior Vice President and Director
   --------------------------      
     Robert M. Beavers, Jr.

     /s/ James R. Cantalupo      Vice Chairman, Chairman and Chief Executive
    -----------------------        Officer---McDonald's International and
       James R. Cantalupo          Director

       /s/ Gordon C. Gray        Director
     ----------------------
         Gordon C. Gray

     /s/ Jack M. Greenberg       President, Chief Executive Officer and
    ------------------------       Director
       Jack M. Greenberg

   /s/ Enrique Hernandez, Jr.    Director
   --------------------------
     Enrique Hernandez, Jr.

      /s/ Donald R. Keough       Director
    -------------------------
        Donald R. Keough

      /s/ Donald G. Lubin        Director
    -------------------------
        Donald G. Lubin

      /s/ Walter E. Massey       Director
    -------------------------
        Walter E. Massey

     /s/ Andrew J. McKenna       Director
    -------------------------
       Andrew J. McKenna

     /s/ Michael R. Quinlan      Chairman and Director
    --------------------------
       Michael R. Quinlan

      /s/ Terry L. Savage        Director
    --------------------------
        Terry L. Savage

       /s/ Roger W. Stone        Director
    --------------------------
         Roger W. Stone

     /s/ Robert N. Thurston      Director
    --------------------------
       Robert N. Thurston

                                 Senior Chairman and Director
    --------------------------
         Fred L. Turner

    /s/ B. Blair Vedder, Jr.     Director
   ----------------------------
      B. Blair Vedder, Jr.

     /s/ Michael L. Conley       Executive Vice President and Chief Financial
   ----------------------------    Officer
       Michael L. Conley

    /s/ Christopher Pieszko      Senior Vice President and Controller
   ----------------------------
      Christopher Pieszko
INDEX TO EXHIBITS

  Exhibit
  Number    Exhibit

  5         Opinion of Gloria Santona, including consent

  23(a)     Consent of Gloria Santona is included in Exhibit 5

  23(b)     Consent of Ernst & Young LLP

  24        Power of Attorney (included on signature page hereof)