<PAGE>
<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):  July 2, 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.

On June 24, 1996, McDonnell Douglas Corporation ("Company") resolved the
previously disclosed investigation commenced by the Securities and Exchange
Commission ("SEC") in 1993 relating to the Company's disclosures about and
accounting for the C-17 Program.  Further, the Commission's investigation
commenced in 1991 with regard to the A-12 Program has been concluded
without any action.

The Company settled a complaint filed by the SEC in federal district court
alleging that the Company violated Section 13(a) of the Securities Exchange
Act of 1934 and Rules 13a-1 and 12b-20 thereunder.  The complaint alleged
that the Company's estimate at completion on the C-17 design, development
and initial production contract at December 31, 1990 failed to recognize
losses resulting in allegedly incorrect December 31, 1990 financial
statements that overstated earnings in a material amount.

Without admitting or denying any of the allegations in the complaint for
purposes of this SEC proceeding only, and solely for the purposes of
settlement of the SEC's complaint, the Company simultaneously agreed to the
entry of an injunction enjoining it from violating Section 13(a) of the
Securities Exchange Act of 1934, and Rules 13a-1 and 12b-20 thereunder in
the future, and to the payment of a civil penalty of $500,000. On July 2,
1996, the court entered the injunction.  This settlement concluded the
investigation.

                                SIGNATURES
                                -----------

     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



July 8, 1996                  By: /s/ F. Mark Kuhlmann
  (Date)                        -----------------------------------------
                                 F. Mark Kuhlmann
                                 Senior Vice President and General Counsel
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3805}]
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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):  July 2, 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.

On June 24, 1996, McDonnell Douglas Corporation ("Company") resolved the
previously disclosed investigation commenced by the Securities and Exchange
Commission ("SEC") in 1993 relating to the Company's disclosures about and
accounting for the C-17 Program.  Further, the Commission's investigation
commenced in 1991 with regard to the A-12 Program has been concluded
without any action.

The Company settled a complaint filed by the SEC in federal district court
alleging that the Company violated Section 13(a) of the Securities Exchange
Act of 1934 and Rules 13a-1 and 12b-20 thereunder.  The complaint alleged
that the Company's estimate at completion on the C-17 design, development
and initial production contract at December 31, 1990 failed to recognize
losses resulting in allegedly incorrect December 31, 1990 financial
statements that overstated earnings in a material amount.

Without admitting or denying any of the allegations in the complaint for
purposes of this SEC proceeding only, and solely for the purposes of
settlement of the SEC's complaint, the Company simultaneously agreed to the
entry of an injunction enjoining it from violating Section 13(a) of the
Securities Exchange Act of 1934, and Rules 13a-1 and 12b-20 thereunder in
the future, and to the payment of a civil penalty of $500,000. On July 2,
1996, the court entered the injunction.  This settlement concluded the
investigation.

                                SIGNATURES
                                -----------

     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

July 8, 1996                  By: /s/ F. Mark Kuhlmann
  (Date)                        -----------------------------------------
                                 F. Mark Kuhlmann
                                 Senior Vice President and General Counsel