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 23, 1997

                                    McDonnell Douglas Corporation
                Exact name of Registrant as Specified in 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)



Registrant's telephone number, including area code               (314) 232-0232
                                                   ----------------------------



<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.           Other Events.

     On July 23, 1997,  the proposed  merger  between a subsidiary of The Boeing
Company and McDonnell Douglas  Corporation  received a positive opinion from the
European  Commission,  following the acceptance by The Boeing Company of certain
conditions designed to address the European  Commission's concerns regarding the
merger.

     A copy of the press release  issued by The Boeing  Company on July 23, 1997
with  respect  to  receipt  of the  European  Commission's  positive  opinion is
attached hereto as Exhibit 99 and is incorporated herein by reference.

                                     EXHIBIT

Exhibit No.

  99    Press Release


                                   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
                                              (Registrant)

                                        /s/ Steven N. Frank
July 23, 1997                     By: -----------------------------------------
(Date)                                 Steven N. Frank
                                       Vice President, Associate General Counsel
                                       and Secretary
[{"type": "8-K", "sequence": "1", "description": "FORM 8K", "secsgml_size_bytes": 2543}]
{"company-data": {"conformed-name": "MCDONNELL DOUGLAS CORP", "cik": "0000063917", "assigned-sic": "3721", "irs-number": "430400674", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-03685", "film-number": "97644367"}, "business-address": {"street1": "P O BOX 516", "street2": "MCDONNELL BLVD AT AIRPORT RD", "city": "ST LOUIS", "state": "MO", "zip": "63166-0516", "phone": "3142320232"}, "mail-address": {"street1": "P O BOX 516", "city": "ST LOUIS", "state": "MO", "zip": "631660516"}, "former-company": {"former-conformed-name": "MCDONNELL CO", "date-changed": "19670601"}}
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 23, 1997

                                    McDonnell Douglas Corporation
                Exact name of Registrant as Specified in 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)

Registrant's telephone number, including area code               (314) 232-0232
                                                   ----------------------------
INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.           Other Events.

     On July 23, 1997,  the proposed  merger  between a subsidiary of The Boeing
Company and McDonnell Douglas  Corporation  received a positive opinion from the
European  Commission,  following the acceptance by The Boeing Company of certain
conditions designed to address the European  Commission's concerns regarding the
merger.

     A copy of the press release  issued by The Boeing  Company on July 23, 1997
with  respect  to  receipt  of the  European  Commission's  positive  opinion is
attached hereto as Exhibit 99 and is incorporated herein by reference.

                                     EXHIBIT

Exhibit No.

  99    Press Release

                                   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
                                              (Registrant)

                                        /s/ Steven N. Frank
July 23, 1997                     By: -----------------------------------------
(Date)                                 Steven N. Frank
                                       Vice President, Associate General Counsel
                                       and Secretary