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.

     Effective  July 23, 1997,  the Company  amended  Section 7(a) of the Rights
Agreement,  dated as of August 2, 1990 and amended as of May 31,  1996,  between
the Company and First Chicago  Trust  Company of New York,  as Rights Agent,  to
provide that the Final  Expiration Date shall be the date  immediately  prior to
the Effective  Time, as such term is defined in the Agreement and Plan of Merger
("Merger  Agreement")  between The Boeing Company,  West  Acquisition  Corp. and
McDonnell Douglas  Corporation.  In the event the Merger Agreement is terminated
for any reason, the Final Expiration Date, as used in the Rights Agreement, will
be December 31, 2004.

                                     EXHIBIT


Exhibit No.       Description of Exhibit

    4          Amendment, dated as of July 23, 1997,  to the Rights  Agreement,
               originally dated as of August 2, 1990 and amended and restated as
               of May 31, 1996, between McDonnell Douglas  Corporation and First
               Chicago Trust Company of New York.


                                   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)


July 24, 1997                        By:  /s/ Steven N. Frank
------------------                       --------------------------------------
(Date)                                   Steven N. Frank
                        Vice President, Associate General
                                         Coounsel and Secretary
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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.

     Effective  July 23, 1997,  the Company  amended  Section 7(a) of the Rights
Agreement,  dated as of August 2, 1990 and amended as of May 31,  1996,  between
the Company and First Chicago  Trust  Company of New York,  as Rights Agent,  to
provide that the Final  Expiration Date shall be the date  immediately  prior to
the Effective  Time, as such term is defined in the Agreement and Plan of Merger
("Merger  Agreement")  between The Boeing Company,  West  Acquisition  Corp. and
McDonnell Douglas  Corporation.  In the event the Merger Agreement is terminated
for any reason, the Final Expiration Date, as used in the Rights Agreement, will
be December 31, 2004.

                                     EXHIBIT

Exhibit No.       Description of Exhibit

    4          Amendment, dated as of July 23, 1997,  to the Rights  Agreement,
               originally dated as of August 2, 1990 and amended and restated as
               of May 31, 1996, between McDonnell Douglas  Corporation and First
               Chicago Trust Company of New York.

                                   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)

July 24, 1997                        By:  /s/ Steven N. Frank
------------------                       --------------------------------------
(Date)                                   Steven N. Frank
                        Vice President, Associate General
                                         Coounsel and Secretary