<PAGE>


         As filed with the Securities and Exchange Commission on April 29, 1997
                                                 Registration No. _____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          Registration Statement Under
                           the Securities Act of 1933

                          McDONNELL DOUGLAS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               MARYLAND                                          43-0400674
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of                     (I.R.S. Employer
         Incorporation or Organization)                      Identification No.)

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

                            EMPLOYEE SAVINGS PLAN OF
                 MCDONNELL DOUGLAS CORPORATION - COMPONENT PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

           F. Mark Kuhlmann, Senior Vice President & General Counsel,
   McDonnell Douglas Corporation, P.O. Box 516, St. Louis, Missouri 63166-0516
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (314) 233-2910
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
--------------------------------------------------------------------------------------------------------------
                                                     Proposed              Proposed
        Title of                                     Maximum               Maximum
       Securities               Amount               Offering             Aggregate             Amount of
         to be                   to be                Price                Offering           Registration
       Registered             Registered          Per Share (1)           Price (1)              Fee (1)
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                <C>                      <C>
Common Stock,
par value $1.00            75,000 Shares(2)          56.9375            $4,270,312.50           $1,294.03
--------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights            75,000 Rights(2)            (3)                   (3)                   (3)
--------------------------------------------------------------------------------------------------------------
</TABLE>

===============================================================================
(1)      Computed  pursuant  to Rule  457(h) and (c)  solely for the  purpose of
         determining  the  registration  fee on the basis of the  average of the
         high and low  prices for  shares of Common  Stock on April 28,  1997 as
         reported in the consolidated reporting system.

(2)      This  Registration  Statement  also  covers such  additional  shares of
         Common Stock and associated  Preferred  Stock Purchase Rights as may be
         issuable pursuant to antidilution provisions.

(3)      Each share of Common Stock issued also  represents one Preferred  Stock
         Purchase Right. Preferred Stock Purchase Rights cannot trade separately
         from  the  underlying  Common  Stock  and,  therefore,  do not  carry a
         separate price, or necessitate an additional registration fee.
<PAGE>

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement:

     (1)  Annual Report on Form 10-K for the fiscal year ended December 31, 1996
          filed by McDonnell  Douglas  Corporation  (the "Company")  pursuant to
          Section 13(a) of the Securities Exchange Act of 1934 ("1934 Act").

     (2)  Annual Report on Form 11-K for the fiscal year ended November 26, 1995
          filed by the  Company  pursuant  to  Section  13(a) of the 1934 Act as
          Exhibit 99(b) to the Company's Form 10-K/A filed on May 16, 1996.

     (3)  All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the 1934 Act since the end of the last fiscal year covered by
          the Annual Report referred to in (1) above.

     (4)  The  description  of  McDonnell  Douglas  Common  Stock  contained  in
          McDonnell Douglas'  Registration  Statement on Form 10 filed under the
          Exchange Act, as amended under cover of Form 8 on March 10, 1981,  and
          as  supplemented  by the  description  of such Common Stock  contained
          under the following captions: (i) "Proposal to Amend MDC's Charter" in
          the  McDonnell  Douglas  proxy  statement  dated March 20, 1984,  (ii)
          "Proposal to Amend  Indemnification  Bylaw" in the  McDonnell  Douglas
          proxy statement dated March 20, 1985, (iii) "Proposal to Amend Article
          Fifth of MDC's  Charter  to  Classify  the  Board  of  Directors  with
          Staggered  Terms of Office and Certain Other Matters" in the McDonnell
          Douglas proxy statement dated March 24, 1986, (iv) "Amendment of MDC's
          Charter to Reduce the Shareholder Vote Required for Certain Amendments
          to  the  Charter  from  Two-Thirds  Majority  to  a  Majority  of  the
          Outstanding  Shares  Entitled to Vote" in the McDonnell  Douglas proxy
          statement dated March 17, 1987, and (v) "Amendment of MDC's Charter to
          Limit  Directors'  and Officers'  Liability" in the McDonnell  Douglas
          proxy statement dated March 21, 1988; and

     (5)  The  description  of the McDonnell  Douglas  Preferred  Stock Purchase
          Rights contained in the McDonnell  Douglas  Registration  Statement on
          Form  8-A  filed  under  the  Exchange  Act  on  August  6,  1990,  as
          supplemented  by the  description  of the Amended and Restated  Rights
          Agreement in the McDonnell  Douglas  Current  Report on Form 8-K filed
          with the SEC on June 3, 1996.
<PAGE>

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a)  and (c),  14,  and  15(d)  of the 1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities.

         The securities to be offered are registered  under Section 12(b) of the
1934 Act.

Item 5. Interest of Named Experts and Counsel.

         Steven N. Frank,  whose  opinion  regarding  the validity of the Common
Stock registered pursuant to this Registration  Statement is attached as Exhibit
5 to this  Registration  Statement,  is the Vice  President,  Associate  General
Counsel & Secretary  of the  Company  and, as of April 11,  1997,  owned  20,128
shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

         Section  2-418  of  the  Maryland   General   Corporation  Law  permits
indemnification  of any officer or director  made a party to any  proceeding  by
reason of  service  in the  capacity  of an  officer  or  director  unless it is
established that (i) the director's or officer's act or omission was material to
the matter giving rise to the  proceeding  and was committed in bad faith or was
the result of active and deliberate dishonesty;  or (ii) the director or officer
actually received an improper personal benefit in money, property or services or
(iii) in the case of any  criminal  proceeding,  the  director  or  officer  had
reasonable   cause  to  believe   that  the  act  or  omission   was   unlawful.
Indemnification may be against judgments,  penalties,  fines,  settlements,  and
reasonable  expenses  actually incurred by the officer or director in connection
with the  proceeding.  However,  if the proceeding was one by or in the right of
the Company,  indemnification  may not be made in respect of any  proceeding  in
which the  officer  or  director  shall have been  adjudged  to be liable to the
Company. The termination of any proceeding by judgment, order or settlement does
not create a presumption that the officer or director did not meet the requisite
standard  of conduct set forth  above.  The  termination  of any  proceeding  by
conviction,  a plea of nolo contendere or its equivalent,  or probation prior to
judgment  creates a rebuttable  presumption that the officer or director did not
meet the requisite standard of conduct.

         Section  2-418  of  the  Maryland  General   Corporation  Law  requires
indemnification  of officers and directors  (unless limited by the corporation's
charter) who have been successful, on the merits or otherwise, in the defense of
certain  proceedings  against  reasonable  expenses  incurred  by the officer or

<PAGE>

director in connection with the proceeding. A court of appropriate jurisdiction,
upon  application  of an officer or director  and such notice as the court shall
require,  may order  indemnification  if it determines an officer or director is
entitled  to  reimbursement  as  provided  above,  in which case the  officer or
director   shall  be  entitled  to  recover  the   expenses  of  securing   such
reimbursement,  or if it  determines  that the officer or director is fairly and
reasonably   entitled   to   indemnification   in  view  of  all  the   relevant
circumstances.  However, indemnification with respect to any proceeding by or in
the right of the  corporation or in which the director or officer is held liable
for receipt of improper personal benefit shall be limited to expenses.

         Article IX of the Company's  Bylaws and Resolution  1114 adopted by the
Company's Board of Directors provide  indemnification of the Company's directors
and  officers  consistent  with  Section  2-418.  The Company  has entered  into
indemnification  agreements,  in the form approved by the Company's shareholders
in 1988 (the "Agreements"),  with its directors and senior officers. Among other
things,  the Agreements  provide these  individuals with a specific  contractual
assurance that they will be indemnified to the fullest extent  permitted by law,
regardless of any amendment or repeal of the  indemnification  provisions in the
Company's  Charter  or Bylaws or any change in the  composition  of the Board of
Directors as might occur  following an  acquisition  or change in control of the
Company.  The Agreements provide for the prompt advancement of expenses incurred
in defending or participating in any action, suit or proceeding, but require the
reimbursement  of such expenses if it is  ultimately  found that the director or
senior officer was not entitled to  indemnification.  Under the Agreements,  the
Company  has the burden of  proving  that a  director  or senior  officer is not
entitled to indemnification in any particular case.

         The Company  maintains a policy of insurance  under which the directors
and  officers of the Company are  insured,  subject to the limits of the policy,
against  certain  losses,  as defined in the  policy,  arising  from claims made
against such  directors and officers by reason of any wrongful  acts, as defined
in the policy, in their respective capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         Reference is made to the Exhibit Index.  Registrant submitted the Plan,
as amended through Amendment No. 20, to the Internal Revenue Service ("IRS") and
received a  determination  that the Plan was qualified  under Section 401 of the
Internal Revenue Code of 1986, as amended. Registrant hereby undertakes that the
Plan,  as amended  through  Amendment  No. 23, will be submitted to the IRS in a
timely manner, and registrant will make all changes required by the IRS in order
to continue the qualified status of the Plan.


<PAGE>

Item 9. Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                   (i)   To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                   (iii) To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement;

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  The undersigned  registrant  hereby undertakes that, for purposes
               of  determining  any liability  under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section  15(d) of the  Securities  Exchange  Act of 1934
               (and, where applicable, each filing of an employee benefit plan's
               annual  report  pursuant  to  Section  15(d)  of  the  Securities
               Exchange  Act of 1934) that is  incorporated  by reference in the
               registration  statement shall be deemed to be a new  registration
               statement  relating to the securities  offered  therein,  and the
               offering  of such  securities  at that time shall be deemed to be
               the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  registrant  pursuant  to  the
               foregoing  provisions,  or  otherwise,  the  registrant  has been
               advised  that  in the  opinion  of the  Securities  and  Exchange
               Commission  such  indemnification  is  against  public  policy as
               expressed  in the Act and is,  therefore,  unenforceable.  In the

<PAGE>

               event that a claim for  indemnification  against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid  by  a  director,  officer  or  controlling  person  of  the
               registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               registrant will,  unless in the opinion of its counsel the matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Act and will be  governed by the final  adjudication  of such
               issue.

                                   SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the County of St. Louis,  State of
Missouri, on 25 April, 1997.

                                            EMPLOYEE SAVINGS PLAN OF
                                            MCDONNELL DOUGLAS CORPORATION -
                                            COMPONENT PLAN


                                            /s/ Michael R. Becker
                                    By:     -----------------------------------
                                            Michael R. Becker
                                            Plan Administrator


<PAGE>



     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the County of St. Louis, State of Missouri, on this 25th day
of April, 1997.

                                            McDONNELL DOUGLAS CORPORATION



                                           /s/ Harry C. Stonecipher
                                    By:    ------------------------------------
                                            Harry C. Stonecipher
                                            Chief Executive Officer & President

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints F. M. Kuhlmann and S. N. Frank,  and each of them,  his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration  Statement,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 25th day of April, 1997.

Signature                                            Title

/s/ Harry C. Stonecipher
------------------------------   Director, Chief Executive Officer & President
(Harry C. Stonecipher)           (Principal Executive Officer)

/s/ James F. Palmer
------------------------------   Senior Vice President & Chief Financial Officer
(James F. Palmer)

/s/ Mark N. Schroeder
------------------------------   Vice President and Controller
(Mark N. Schroeder)              (Principal Accounting Officer)


/s/ John F. McDonnell
-----------------------------    Director, Chairman of the Board
(John F. McDonnell)

/s/ John H. Biggs
-----------------------------    Director
(John H. Biggs)

/s/ B. A. Bridgewater, Jr.
-----------------------------    Director
(B. A. Bridgewater, Jr.)

/s/ Beverly B. Byron
-----------------------------    Director
(Beverly B. Byron)

/s/ William E. Cornelius
-----------------------------    Director
(William E. Cornelius)

/s/ William H. Danforth
-----------------------------    Director
(William H. Danforth. M.D.)

/s/ Kenneth M. Dubestein
-----------------------------    Director
(Kenneth M. Duberstein)


-----------------------------    Director
(William S. Kanaga)

/s/ James S. McDonnell, III
-----------------------------    Director
(James S. McDonnell, III)

/s/ George A. Schaefer
-----------------------------    Director
(George A. Schaefer)

/s/ Ronald L. Thompson
-----------------------------    Director
(Ronald L. Thompson)

/s/ P. Roy Vagelos
------------------------------   Director
(P. Roy Vagelos M.D.)



<PAGE>


                                  EXHIBIT INDEX


                                    Exhibit

5                                   Opinion of Steven N. Frank,
                                    Vice President, Associate
                                    General Counsel & Secretary.

23(a)                               Consent of Ernst & Young LLP,
                                    independent auditors.

23(b)                               Consent of Steven N. Frank,
                                    Vice President, Associate
                                    General Counsel & Secretary
                                    is included in Exhibit 5.

24                                  Power of Attorney is set forth
                                    on the signature pages of this
                                    Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22880}]
{"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": "S-8", "act": "33", "file-number": "333-26121", "film-number": "97590437"}, "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"}}
As filed with the Securities and Exchange Commission on April 29, 1997
                                                 Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          Registration Statement Under
                           the Securities Act of 1933

                          McDONNELL DOUGLAS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               MARYLAND                                          43-0400674
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of                     (I.R.S. Employer
         Incorporation or Organization)                      Identification No.)

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

                            EMPLOYEE SAVINGS PLAN OF
                 MCDONNELL DOUGLAS CORPORATION - COMPONENT PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

           F. Mark Kuhlmann, Senior Vice President & General Counsel,
   McDonnell Douglas Corporation, P.O. Box 516, St. Louis, Missouri 63166-0516
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (314) 233-2910
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================

--------------------------------------------------------------------------------------------------------------
                                                     Proposed              Proposed
        Title of                                     Maximum               Maximum
       Securities               Amount               Offering             Aggregate             Amount of
         to be                   to be                Price                Offering           Registration
       Registered             Registered          Per Share (1)           Price (1)              Fee (1)
--------------------------------------------------------------------------------------------------------------
Common Stock,
par value $1.00            75,000 Shares(2)          56.9375            $4,270,312.50           $1,294.03
--------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights            75,000 Rights(2)            (3)                   (3)                   (3)
--------------------------------------------------------------------------------------------------------------
===============================================================================
(1)      Computed  pursuant  to Rule  457(h) and (c)  solely for the  purpose of
         determining  the  registration  fee on the basis of the  average of the
         high and low  prices for  shares of Common  Stock on April 28,  1997 as
         reported in the consolidated reporting system.

(2)      This  Registration  Statement  also  covers such  additional  shares of
         Common Stock and associated  Preferred  Stock Purchase Rights as may be
         issuable pursuant to antidilution provisions.

(3)      Each share of Common Stock issued also  represents one Preferred  Stock
         Purchase Right. Preferred Stock Purchase Rights cannot trade separately
         from  the  underlying  Common  Stock  and,  therefore,  do not  carry a
         separate price, or necessitate an additional registration fee.
In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement:

     (1)  Annual Report on Form 10-K for the fiscal year ended December 31, 1996
          filed by McDonnell  Douglas  Corporation  (the "Company")  pursuant to
          Section 13(a) of the Securities Exchange Act of 1934 ("1934 Act").

     (2)  Annual Report on Form 11-K for the fiscal year ended November 26, 1995
          filed by the  Company  pursuant  to  Section  13(a) of the 1934 Act as
          Exhibit 99(b) to the Company's Form 10-K/A filed on May 16, 1996.

     (3)  All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the 1934 Act since the end of the last fiscal year covered by
          the Annual Report referred to in (1) above.

     (4)  The  description  of  McDonnell  Douglas  Common  Stock  contained  in
          McDonnell Douglas'  Registration  Statement on Form 10 filed under the
          Exchange Act, as amended under cover of Form 8 on March 10, 1981,  and
          as  supplemented  by the  description  of such Common Stock  contained
          under the following captions: (i) "Proposal to Amend MDC's Charter" in
          the  McDonnell  Douglas  proxy  statement  dated March 20, 1984,  (ii)
          "Proposal to Amend  Indemnification  Bylaw" in the  McDonnell  Douglas
          proxy statement dated March 20, 1985, (iii) "Proposal to Amend Article
          Fifth of MDC's  Charter  to  Classify  the  Board  of  Directors  with
          Staggered  Terms of Office and Certain Other Matters" in the McDonnell
          Douglas proxy statement dated March 24, 1986, (iv) "Amendment of MDC's
          Charter to Reduce the Shareholder Vote Required for Certain Amendments
          to  the  Charter  from  Two-Thirds  Majority  to  a  Majority  of  the
          Outstanding  Shares  Entitled to Vote" in the McDonnell  Douglas proxy
          statement dated March 17, 1987, and (v) "Amendment of MDC's Charter to
          Limit  Directors'  and Officers'  Liability" in the McDonnell  Douglas
          proxy statement dated March 21, 1988; and

     (5)  The  description  of the McDonnell  Douglas  Preferred  Stock Purchase
          Rights contained in the McDonnell  Douglas  Registration  Statement on
          Form  8-A  filed  under  the  Exchange  Act  on  August  6,  1990,  as
          supplemented  by the  description  of the Amended and Restated  Rights
          Agreement in the McDonnell  Douglas  Current  Report on Form 8-K filed
          with the SEC on June 3, 1996.
All documents  subsequently  filed by the Company  pursuant to Sections
13(a)  and (c),  14,  and  15(d)  of the 1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities.

         The securities to be offered are registered  under Section 12(b) of the
1934 Act.

Item 5. Interest of Named Experts and Counsel.

         Steven N. Frank,  whose  opinion  regarding  the validity of the Common
Stock registered pursuant to this Registration  Statement is attached as Exhibit
5 to this  Registration  Statement,  is the Vice  President,  Associate  General
Counsel & Secretary  of the  Company  and, as of April 11,  1997,  owned  20,128
shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

         Section  2-418  of  the  Maryland   General   Corporation  Law  permits
indemnification  of any officer or director  made a party to any  proceeding  by
reason of  service  in the  capacity  of an  officer  or  director  unless it is
established that (i) the director's or officer's act or omission was material to
the matter giving rise to the  proceeding  and was committed in bad faith or was
the result of active and deliberate dishonesty;  or (ii) the director or officer
actually received an improper personal benefit in money, property or services or
(iii) in the case of any  criminal  proceeding,  the  director  or  officer  had
reasonable   cause  to  believe   that  the  act  or  omission   was   unlawful.
Indemnification may be against judgments,  penalties,  fines,  settlements,  and
reasonable  expenses  actually incurred by the officer or director in connection
with the  proceeding.  However,  if the proceeding was one by or in the right of
the Company,  indemnification  may not be made in respect of any  proceeding  in
which the  officer  or  director  shall have been  adjudged  to be liable to the
Company. The termination of any proceeding by judgment, order or settlement does
not create a presumption that the officer or director did not meet the requisite
standard  of conduct set forth  above.  The  termination  of any  proceeding  by
conviction,  a plea of nolo contendere or its equivalent,  or probation prior to
judgment  creates a rebuttable  presumption that the officer or director did not
meet the requisite standard of conduct.

         Section  2-418  of  the  Maryland  General   Corporation  Law  requires
indemnification  of officers and directors  (unless limited by the corporation's
charter) who have been successful, on the merits or otherwise, in the defense of
certain  proceedings  against  reasonable  expenses  incurred  by the officer or
director in connection with the proceeding. A court of appropriate jurisdiction,
upon  application  of an officer or director  and such notice as the court shall
require,  may order  indemnification  if it determines an officer or director is
entitled  to  reimbursement  as  provided  above,  in which case the  officer or
director   shall  be  entitled  to  recover  the   expenses  of  securing   such
reimbursement,  or if it  determines  that the officer or director is fairly and
reasonably   entitled   to   indemnification   in  view  of  all  the   relevant
circumstances.  However, indemnification with respect to any proceeding by or in
the right of the  corporation or in which the director or officer is held liable
for receipt of improper personal benefit shall be limited to expenses.

         Article IX of the Company's  Bylaws and Resolution  1114 adopted by the
Company's Board of Directors provide  indemnification of the Company's directors
and  officers  consistent  with  Section  2-418.  The Company  has entered  into
indemnification  agreements,  in the form approved by the Company's shareholders
in 1988 (the "Agreements"),  with its directors and senior officers. Among other
things,  the Agreements  provide these  individuals with a specific  contractual
assurance that they will be indemnified to the fullest extent  permitted by law,
regardless of any amendment or repeal of the  indemnification  provisions in the
Company's  Charter  or Bylaws or any change in the  composition  of the Board of
Directors as might occur  following an  acquisition  or change in control of the
Company.  The Agreements provide for the prompt advancement of expenses incurred
in defending or participating in any action, suit or proceeding, but require the
reimbursement  of such expenses if it is  ultimately  found that the director or
senior officer was not entitled to  indemnification.  Under the Agreements,  the
Company  has the burden of  proving  that a  director  or senior  officer is not
entitled to indemnification in any particular case.

         The Company  maintains a policy of insurance  under which the directors
and  officers of the Company are  insured,  subject to the limits of the policy,
against  certain  losses,  as defined in the  policy,  arising  from claims made
against such  directors and officers by reason of any wrongful  acts, as defined
in the policy, in their respective capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         Reference is made to the Exhibit Index.  Registrant submitted the Plan,
as amended through Amendment No. 20, to the Internal Revenue Service ("IRS") and
received a  determination  that the Plan was qualified  under Section 401 of the
Internal Revenue Code of 1986, as amended. Registrant hereby undertakes that the
Plan,  as amended  through  Amendment  No. 23, will be submitted to the IRS in a
timely manner, and registrant will make all changes required by the IRS in order
to continue the qualified status of the Plan.
Item 9. Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                   (i)   To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                   (iii) To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement;

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  The undersigned  registrant  hereby undertakes that, for purposes
               of  determining  any liability  under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section  15(d) of the  Securities  Exchange  Act of 1934
               (and, where applicable, each filing of an employee benefit plan's
               annual  report  pursuant  to  Section  15(d)  of  the  Securities
               Exchange  Act of 1934) that is  incorporated  by reference in the
               registration  statement shall be deemed to be a new  registration
               statement  relating to the securities  offered  therein,  and the
               offering  of such  securities  at that time shall be deemed to be
               the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  registrant  pursuant  to  the
               foregoing  provisions,  or  otherwise,  the  registrant  has been
               advised  that  in the  opinion  of the  Securities  and  Exchange
               Commission  such  indemnification  is  against  public  policy as
               expressed  in the Act and is,  therefore,  unenforceable.  In the
event that a claim for  indemnification  against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid  by  a  director,  officer  or  controlling  person  of  the
               registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               registrant will,  unless in the opinion of its counsel the matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Act and will be  governed by the final  adjudication  of such
               issue.

                                   SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the County of St. Louis,  State of
Missouri, on 25 April, 1997.

                                            EMPLOYEE SAVINGS PLAN OF
                                            MCDONNELL DOUGLAS CORPORATION -
                                            COMPONENT PLAN

                                            /s/ Michael R. Becker
                                    By:     -----------------------------------
                                            Michael R. Becker
                                            Plan Administrator
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the County of St. Louis, State of Missouri, on this 25th day
of April, 1997.

                                            McDONNELL DOUGLAS CORPORATION

                                           /s/ Harry C. Stonecipher
                                    By:    ------------------------------------
                                            Harry C. Stonecipher
                                            Chief Executive Officer & President

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints F. M. Kuhlmann and S. N. Frank,  and each of them,  his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration  Statement,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 25th day of April, 1997.

Signature                                            Title

/s/ Harry C. Stonecipher
------------------------------   Director, Chief Executive Officer & President
(Harry C. Stonecipher)           (Principal Executive Officer)

/s/ James F. Palmer
------------------------------   Senior Vice President & Chief Financial Officer
(James F. Palmer)

/s/ Mark N. Schroeder
------------------------------   Vice President and Controller
(Mark N. Schroeder)              (Principal Accounting Officer)

/s/ John F. McDonnell
-----------------------------    Director, Chairman of the Board
(John F. McDonnell)

/s/ John H. Biggs
-----------------------------    Director
(John H. Biggs)

/s/ B. A. Bridgewater, Jr.
-----------------------------    Director
(B. A. Bridgewater, Jr.)

/s/ Beverly B. Byron
-----------------------------    Director
(Beverly B. Byron)

/s/ William E. Cornelius
-----------------------------    Director
(William E. Cornelius)

/s/ William H. Danforth
-----------------------------    Director
(William H. Danforth. M.D.)

/s/ Kenneth M. Dubestein
-----------------------------    Director
(Kenneth M. Duberstein)

-----------------------------    Director
(William S. Kanaga)

/s/ James S. McDonnell, III
-----------------------------    Director
(James S. McDonnell, III)

/s/ George A. Schaefer
-----------------------------    Director
(George A. Schaefer)

/s/ Ronald L. Thompson
-----------------------------    Director
(Ronald L. Thompson)

/s/ P. Roy Vagelos
------------------------------   Director
(P. Roy Vagelos M.D.)
EXHIBIT INDEX

                                    Exhibit

5                                   Opinion of Steven N. Frank,
                                    Vice President, Associate
                                    General Counsel & Secretary.

23(a)                               Consent of Ernst & Young LLP,
                                    independent auditors.

23(b)                               Consent of Steven N. Frank,
                                    Vice President, Associate
                                    General Counsel & Secretary
                                    is included in Exhibit 5.

24                                  Power of Attorney is set forth
                                    on the signature pages of this
                                    Registration Statement.