MCDONALDS CORP
POS AM, 1995-08-18
EATING PLACES
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   As filed with the Securities and Exchange Commission on August 18, 1995

                                        Registration Statement No. 33-58625

  -------------------------------------------------------------------------

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

                               POST-EFFECTIVE
                               AMENDMENT NO. 1
                                     To
                                  FORM S-4
                           REGISTRATION STATEMENT
                                    under
                         The Securities Act of 1933
                             -------------------

                           McDONALD'S CORPORATION
           (Exact name of registrant as specified in its charter)


     Delaware                   6794                     36-2361282
  (State or other        (Primary Standard               (I.R.S. Employer
  jurisdiction of        Industrial Classification       Identification
  incorporation or       Code Number)                       Number)
  organization)

                            One McDonald's Plaza
                          Oak Brook, Illinois 60521
                               (708) 575-3000
        (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)

                             -------------------

                               Shelby Yastrow
                           Senior Vice President,
                        General Counsel and Secretary
                           McDonald's Corporation
                            One McDonald's Plaza
                          Oak Brook, Illinois 60521
                               (708) 575-6178
                   (Name, address, including zip code, and
        telephone number, including area code, of agent for service)

                                 Copies To:

       Donald G. Lubin                                 Alan L. Beller
  Sonnenschein Nath & Rosenthal                       Cleary, Gottlieb,
       8000 Sears Tower                               Steen & Hamilton
   Chicago, Illinois 60606                            One Liberty Plaza
                                                  New York, New York 10006
                             -------------------

       Removing from registration $320,337,225 aggregate principal amount
  of the $450,000,000 aggregate principal amount of 8.35% Subordinated
  Deferrable Interest Debentures due 2025 of the Registrant originally
  registered.

<PAGE>
                   REMOVAL OF SECURITIES FROM REGISTRATION

       This Post-Effective Amendment No. 1 is being filed by McDonald's
  Corporation (the "Registrant") for the purpose of removing from
  registration under the Securities Act of 1933, $320,337,225 aggregate
  principal amount of debentures designated as its 8.35% Subordinated
  Deferrable Interest Debentures due 2025 (the "Debentures").  Of the
  Debentures originally registered under the Registration Statement,
  $129,662,775 aggregate principal amount were issued in the manner
  described therein.

       Accordingly, pursuant to the Registrant's undertaking, the
  Registration Statement is hereby amended to remove from registration
  $320,337,225 of the $450,000,000 aggregate principal amount of
  Debentures, originally covered by the Registration Statement.


                                  SIGNATURE

       Pursuant to the requirements of the Securities Act of 1933 and the
  provisions of Rule 478 of the Securities and Exchange Commission
  promulgated thereunder, the Registrant has duly caused this amendment to
  its 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 18th day of August, 1995.



                                McDONALD'S CORPORATION


                                By:  /s/ Shelby Yastrow
                                     --------------------------
                                     Shelby Yastrow
                                     Agent for Service named in
                                     the Registration Statement


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