8-K

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                    SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

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                                 FORM 8-K


                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): October 28, 1994

                    McDonnell Douglas Corporation
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        (Exact Name of Registrant as Specified in its Charter)


                           Maryland
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            (State or Other Jurisdiction of Incorporation)

                                
          1-3685                            43-0400674
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    Commission File Number       (IRS Employer Identification No.)


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

                          (314) 232-0232
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                   Registrant's Telephone Number











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              INFORMATION TO BE INCLUDED IN THE REPORT




Item 5.     Other Events. 

On October 28, 1994, the Company's Board of Directors authorized the 
amendment of the Rights Agreement, dated as of August 2, 1990, between 
the Company and First Chicago Trust Company of New York, as Rights Agent,
("the Rights Agreement") in order to:  (1)  change the Purchase Price (as
defined in the Rights Agreement) from $200 to $125 after giving effect 
to the 3-for-1 stock split approved by the Board on October 28, 1994; and
(2) extend the expiration of the Rights Agreement from August 2, 2000 to 
December 31, 2004.

As disclosed in the press release filed as an exhibit hereto, the Company's 
Board of Directors also took the following actions on October 28, 1994:

1.   declared a 3-for-1 stock split which will be implemented by a stock
     dividend of two shares for each share outstanding, payable on
     January 3, 1995 to shareholders of record on December 2, 1994;

2.   increased the quarterly dividend to 20 cent per share on a post-
     split basis, payable on January 3, 1995 to shareholders of record on
     December 2, 1994; and

3.   authorized the Company to repurchase up to 18 million shares on a
     post-split basis, or about 15 percent of its common stock, from 
     time to time in the open market, through privately negotiated 
     transactions or self-tender offers.



                       EXHIBITS



Exhibit No.


    99           Press Release
















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                            SIGNATURE

     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.

Dated:  November 3, 1994



                                 MCDONNELL DOUGLAS CORPORATION



                                 By:      /s/ F. Mark Kuhlmann
                                         ---------------------------------
                                 Name:   F. Mark Kuhlmann
                                 Title:  Senior Vice President-Administration
                                         and General Counsel
 

EX-99

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     MCDONNELL DOUGLAS TAKES ACTIONS TO ENHANCE SHAREHOLDER VALUE

     ST. LOUIS, Oct. 28, 1994 -- McDonnell Douglas Corp. announced
today that its Board of Directors has taken several actions to enhance
shareholder value.  These actions include a 71 percent quarterly
dividend increase, a 3 for 1 stock split, and a stock repurchase plan
for up to 18 million shares on a post-split basis, or about 15 percent
of the company's common stock.

     Harry Stonecipher, president and chief executive officer said,
"These actions by the board reflect their confidence, along with that
of management, in both the short- and long-range prospects for the
company."

     The regular quarterly dividend is being increased to 20 cents per
share on a post-split basis, payable on Jan. 3, 1995, to shareholders
of record on Dec. 2, 1994.

     The stock split will be implemented by a stock dividend of two
shares for each share outstanding to shareholders of record on Dec. 2,
1994.  Due to the increases in the price of the company's stock and the
stock split, the board also amended the company's stock rights plan by
adjusting the purchase price of each right to $125 on a post stock-
split basis and extending the term of the plan to Dec. 31, 2004.

     The stock repurchase plan authorizes the company to purchase up to
18 million shares on a post-split basis or about 15 percent of its
common stock from time to time in the open market, through privately
negotiated transactions or self-tender offers.  At current price
levels, we believe McDonnell Douglas stock represents an attractive
investment opportunity for the company,"  Stonecipher said.

     Repurchased common shares will be treated as authorized but
unissued shares and remain available for use to meet the company's
current and future common stock requirements for its benefit plans, and
for other corporate purposes.  On Sept. 30, 1994, the company had 39.5
million shares of common stock outstanding or 118.5 million shares on a
post-split basis.  The company is evaluating contributing some of the
repurchased shares to an employee benefit trust to be used to satisfy
future obligations existing under various employee compensation and
benefit plans.

     The company intends to use excess cash flow to finance the stock
repurchase program and noted that it has generated $1.7 billion of
aerospace cash flow since the end of 1992.  This program is not
expected to affect the company's ability to fund capital spending,
research and development, or acquisitions.
                                   

EX-99

LAW DEPARTMENT
STEVEN N. FRANK
Vice President
Associate General Counsel &
Secretary
(314) 234-8091
                                           November 3, 1994



Securities and Exchange Commission
Operations Center
Stop 0-7
6432 General Green Way
Alexandria, VA  22312

     Re:  McDonnell Douglas Corporation Form 8-K

Ladies and Gentlemen:

     Enclosed (via EDGAR transmission) is a signed copy of a
Current Report on Form 8-K for McDonnell Douglas
Corporation.

     If you have any questions or comments, please call me
at (314) 234-8091.

     Thank you for your assistance.

                               Very truly yours,

                               /s/ Steven N. Frank

                               Steven N. Frank