<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on: Ocotber 21, 1994
   
                                           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)

                       McDONNELL DOUGLAS CORPORATION
                1994 PERFORMANCE AND EQUITY INCENTIVE PLAN
- -------------------------------------------------------------------------
                         (Full Title of the Plan)

F. Mark Kuhlmann, Senior Vice President-Administration & 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,    500,000 Shares   $120.5625      $60,281,250    $20,786.64
par value $1.00  (2)

Preferred Stock  500,000 Rights
Purchase 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 October 14, 1994 as
     reported in the consolidated reporting system.

(2)  This Registration Statement also covers such additional shares of
     Common Stock 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> 2                              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, 1993 filed by McDonnell Douglas Corporation (the "Company")
          pursuant to Section 13(a) of the Securities Exchange Act of 1934
          ("1934 Act").

     (2)  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.

     (3)  The description of the Company's Common Stock which is contained
          in the Company's Registration Statement on Form 10 filed under
          the 1934 Act, as amended under cover of Form 8 on March 10,
          1981, and as supplemented by the description of the Common Stock
          contained under the following captions:  (i) "Proposal to Amend
          MDC's Charter" in the Company's proxy statement dated March 20,
          1984, (ii) "Proposal to Amend Indemnification Bylaw" in the
          Company's 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 Company's 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 Company's proxy statement dated March 17, 1987, and
          (v) "Amendment of MDC's Charter to Limit Directors' and
          Officers' Liability" in the Company's proxy statement dated
          March 21, 1988.

     (4)  The description of the Preferred Stock Purchase Rights which is
          contained in the Company's Registration Statement on Form 8-A
          filed under the 1934 Act on August 6, 1990.

     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.

<PAGE> 3

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.


<PAGE> 4

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index.

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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-8, and the
     information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference 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


<PAGE> 5

          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
                                     
     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 21st day of October, 1994.


                           McDONNELL DOUGLAS CORPORATION


                          By                      *
                              -------------------------------------
                              Harry C. Stonecipher
                              Chief Executive Officer & President

     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 21st day of October, 1994.


     Signature                      Title
     ---------                      -----


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


              *
- -------------------------------  Executive Vice President and Chief
    (Herbert J. Lanese)          Fiancial Officer (Principal Financial
                                 Officer)
              *
- -------------------------------  Vice President and Controller
    (Robert L. Brand)            (Principal Accounting Officer)


<PAGE> 6

               *
- -----------------------------      Director, Chairman of the Board
    (John F. McDonnell)
               *
- ----------------------------           Director
    (John H. Biggs)
                *
- -----------------------------          Director
    (B. A. Bridgewater, Jr.)
               *
- ----------------------------           Director
    (Beverly B. Byron)
               *
- ----------------------------           Director
    (William E. Cornelius)
               *
- -----------------------------          Director
    (William H. Danforth)

- -----------------------------          Director
    (Kenneth M. Duberstein)
               *
- ------------------------------         Director
    (William S. Kanaga)

               *
- -------------------------------         Director
    (James S. McDonnell, III)
                *
- -------------------------------         Director
    (George A. Schaefer)
                 *
- -------------------------------         Director
    (Ronald L. Thompson)


/s/ Steven N. Frank
- --------------------------------
*   (Steven N. Frank)
    Attorney-in-Fact pursuant to Power of Attorney filed as Exhibit 24
    to this Registration Statement.



<PAGE> 7
                               EXHIBIT INDEX
                                  Exhibit
                                 --------

4(a)   McDonnell Douglas Corporation
       1994 Performance and Equity
       Incentive Plan.

4(b)   Articles of Restatement of the
       Company's Charter, as filed
       June 13, 1994.

4(c)   Bylaws of the Company, as amended
       September 15, 1994

4(d)    Rights Agreement dated as of          Incorporated by reference
        August 2, 1990 between the Company    to Exhibits 1 and 2 to
        and First Chicago Trust Company       the Company's report on
        of New York, which includes as        Form 8-A filed with the
        Exhibit B thereto the form of         Commission on August 6,
        Rights Certificate.                   1990.

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

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

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

24(a)   Power of Attorney authorizing F. Mark
        Kuhlmann and Steven N. Frank to execute
        a Registration Statement on Form S-8 to
        register shares which may be offered under
        the McDonnell Douglas Corporation 1994
        Performance and Equity Incentive Plan on
        behalf of certain Directors and Officers.

24(b)   Power of Attorney authorizing F. Mark
        Kuhlmann and Steven N. Frank to execute
        a Registration Statement on Form S-8 to
        register shares which may be offered under
        the McDonnell Douglas Corporation 1994
        Performance and Equity Incentive Plan on
        behalf of certain Directors and Officers.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19881}]
{"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": "033-56129", "film-number": "94554574"}, "business-address": {"street1": "P O BOX 516", "street2": "MCDONNELL BLVD AT AIRPORT RD", "city": "ST LOUIS", "state": "MO", "zip": "63166-0516", "phone": "3142320232"}, "former-company": {"former-conformed-name": "MCDONNELL CO", "date-changed": "19670601"}}
1
As filed with the Securities and Exchange Commission on: Ocotber 21, 1994
   
                                           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)

                       McDONNELL DOUGLAS CORPORATION
                1994 PERFORMANCE AND EQUITY INCENTIVE PLAN
- -------------------------------------------------------------------------
                         (Full Title of the Plan)

F. Mark Kuhlmann, Senior Vice President-Administration & 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,    500,000 Shares   $120.5625      $60,281,250    $20,786.64
par value $1.00  (2)

Preferred Stock  500,000 Rights
Purchase 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 October 14, 1994 as
     reported in the consolidated reporting system.

(2)  This Registration Statement also covers such additional shares of
     Common Stock 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.
2                              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, 1993 filed by McDonnell Douglas Corporation (the "Company")
          pursuant to Section 13(a) of the Securities Exchange Act of 1934
          ("1934 Act").

     (2)  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.

     (3)  The description of the Company's Common Stock which is contained
          in the Company's Registration Statement on Form 10 filed under
          the 1934 Act, as amended under cover of Form 8 on March 10,
          1981, and as supplemented by the description of the Common Stock
          contained under the following captions:  (i) "Proposal to Amend
          MDC's Charter" in the Company's proxy statement dated March 20,
          1984, (ii) "Proposal to Amend Indemnification Bylaw" in the
          Company's 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 Company's 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 Company's proxy statement dated March 17, 1987, and
          (v) "Amendment of MDC's Charter to Limit Directors' and
          Officers' Liability" in the Company's proxy statement dated
          March 21, 1988.

     (4)  The description of the Preferred Stock Purchase Rights which is
          contained in the Company's Registration Statement on Form 8-A
          filed under the 1934 Act on August 6, 1990.

     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.
3

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.
4

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index.

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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-8, and the
     information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference 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
5

          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
                                     
     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 21st day of October, 1994.

                           McDONNELL DOUGLAS CORPORATION

                          By                      *
                              -------------------------------------
                              Harry C. Stonecipher
                              Chief Executive Officer & President

     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 21st day of October, 1994.

     Signature                      Title
     ---------                      -----

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

              *
- -------------------------------  Executive Vice President and Chief
    (Herbert J. Lanese)          Fiancial Officer (Principal Financial
                                 Officer)
              *
- -------------------------------  Vice President and Controller
    (Robert L. Brand)            (Principal Accounting Officer)
6

               *
- -----------------------------      Director, Chairman of the Board
    (John F. McDonnell)
               *
- ----------------------------           Director
    (John H. Biggs)
                *
- -----------------------------          Director
    (B. A. Bridgewater, Jr.)
               *
- ----------------------------           Director
    (Beverly B. Byron)
               *
- ----------------------------           Director
    (William E. Cornelius)
               *
- -----------------------------          Director
    (William H. Danforth)

- -----------------------------          Director
    (Kenneth M. Duberstein)
               *
- ------------------------------         Director
    (William S. Kanaga)

               *
- -------------------------------         Director
    (James S. McDonnell, III)
                *
- -------------------------------         Director
    (George A. Schaefer)
                 *
- -------------------------------         Director
    (Ronald L. Thompson)

/s/ Steven N. Frank
- --------------------------------
*   (Steven N. Frank)
    Attorney-in-Fact pursuant to Power of Attorney filed as Exhibit 24
    to this Registration Statement.
7
                               EXHIBIT INDEX
                                  Exhibit
                                 --------

4(a)   McDonnell Douglas Corporation
       1994 Performance and Equity
       Incentive Plan.

4(b)   Articles of Restatement of the
       Company's Charter, as filed
       June 13, 1994.

4(c)   Bylaws of the Company, as amended
       September 15, 1994

4(d)    Rights Agreement dated as of          Incorporated by reference
        August 2, 1990 between the Company    to Exhibits 1 and 2 to
        and First Chicago Trust Company       the Company's report on
        of New York, which includes as        Form 8-A filed with the
        Exhibit B thereto the form of         Commission on August 6,
        Rights Certificate.                   1990.

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

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

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

24(a)   Power of Attorney authorizing F. Mark
        Kuhlmann and Steven N. Frank to execute
        a Registration Statement on Form S-8 to
        register shares which may be offered under
        the McDonnell Douglas Corporation 1994
        Performance and Equity Incentive Plan on
        behalf of certain Directors and Officers.

24(b)   Power of Attorney authorizing F. Mark
        Kuhlmann and Steven N. Frank to execute
        a Registration Statement on Form S-8 to
        register shares which may be offered under
        the McDonnell Douglas Corporation 1994
        Performance and Equity Incentive Plan on
        behalf of certain Directors and Officers.