<PAGE> 1



                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C.  20549
                                     
                                     
                             ----------------
                                     
                                     
                                     
                                 FORM 8-K
                                     
                                     
                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     

Date of Report (Date of earliest event reported):  April 17, 1996

                    McDonnell Douglas Corporation
- ------------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)
                                     
                                     
   Maryland                       1-3685            43-0400674
- ------------------------------------------------------------------
State or Other Jurisdiction     (Commission      (IRS Employer
of Incorporation)                File Number)    Identification No.)
                                     

Post Office Box 516, St. Louis, Missouri                63166-0516
- ------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)




                          (314) 232-0232
                   -----------------------------
                   Registrant's Telephone Number
















<PAGE> 2



         INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.


Private Securities Litigation Reform Act of 1995 Safe-Harbor Disclosure

     From time to time, McDonnell Douglas Corporation ("Company") may make
certain statements that contain "forward-looking" information (as defined
in the Private Securities Litigation Reform Act of 1995) and involve risk
and uncertainty.  These projections may include, but are not limited to,
future sales, earnings, margins, production levels and costs, aircraft
deliveries, research and development, environmental and other expenditures,
and various business environment trends.  Forward-looking statements may be
made by management orally or in writing including, but not limited to, the
Management's Discussion and Analysis of Financial Condition and Results of
Operations section or other sections of the Company's filings with the
Securities and Exchange Commission under the Securities Act of 1933 and the
Securities Exchange Act of 1934.

     Actual results and trends in the future may differ materially
depending on a variety of factors including, but not limited to, changing
priorities or reductions in the U.S. and worldwide defense and space
budgets; global trade policies; worldwide political stability and economic
growth; termination of government contracts due to unilateral government
action or the Company's failure to perform; governmental export and import
policies; the Company's successful execution of internal operating plans;
performance issues with key suppliers and subcontractors; factors that
result in significant and prolonged disruption to air travel worldwide;
aircraft delivery delays or defaults by customers; collective bargaining
labor disputes; other regulatory uncertainties; and legal proceedings.




                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.



                               MCDONNELL DOUGLAS CORPORATION



 April 17, 1996                By: /s/ F. Mark Kuhlmann
  (Date)                        ---------------------------------
                                 F. Mark Kuhlmann
                                 Senior Vice President-
                                 and General Counsel
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1

                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C.  20549
                                     
                                     
                             ----------------
                                     
                                     
                                     
                                 FORM 8-K
                                     
                                     
                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     

Date of Report (Date of earliest event reported):  April 17, 1996

                    McDonnell Douglas Corporation
- ------------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)
                                     
                                     
   Maryland                       1-3685            43-0400674
- ------------------------------------------------------------------
State or Other Jurisdiction     (Commission      (IRS Employer
of Incorporation)                File Number)    Identification No.)
                                     

Post Office Box 516, St. Louis, Missouri                63166-0516
- ------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                          (314) 232-0232
                   -----------------------------
                   Registrant's Telephone Number
2

         INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.

Private Securities Litigation Reform Act of 1995 Safe-Harbor Disclosure

     From time to time, McDonnell Douglas Corporation ("Company") may make
certain statements that contain "forward-looking" information (as defined
in the Private Securities Litigation Reform Act of 1995) and involve risk
and uncertainty.  These projections may include, but are not limited to,
future sales, earnings, margins, production levels and costs, aircraft
deliveries, research and development, environmental and other expenditures,
and various business environment trends.  Forward-looking statements may be
made by management orally or in writing including, but not limited to, the
Management's Discussion and Analysis of Financial Condition and Results of
Operations section or other sections of the Company's filings with the
Securities and Exchange Commission under the Securities Act of 1933 and the
Securities Exchange Act of 1934.

     Actual results and trends in the future may differ materially
depending on a variety of factors including, but not limited to, changing
priorities or reductions in the U.S. and worldwide defense and space
budgets; global trade policies; worldwide political stability and economic
growth; termination of government contracts due to unilateral government
action or the Company's failure to perform; governmental export and import
policies; the Company's successful execution of internal operating plans;
performance issues with key suppliers and subcontractors; factors that
result in significant and prolonged disruption to air travel worldwide;
aircraft delivery delays or defaults by customers; collective bargaining
labor disputes; other regulatory uncertainties; and legal proceedings.

                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

                               MCDONNELL DOUGLAS CORPORATION

 April 17, 1996                By: /s/ F. Mark Kuhlmann
  (Date)                        ---------------------------------
                                 F. Mark Kuhlmann
                                 Senior Vice President-
                                 and General Counsel