1



                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C.  20549
                                     
                             ----------------
                                FORM 8-K/A
                                     
                                     
               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
- ------------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)
                                     
                                     
   Maryland                       1-3685            43-0400674
- ------------------------------------------------------------------
State or Other Jurisdiction     (Commission      (IRS Employer
of Incorporation)                File Number)    Identification No.)
                                     

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



                                     
Registrant's Telephone Number, including area code  (314) 232-0232
                                               ---------------------
                   





















 2
         INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.

(a)  Previously Reported - As previously reported in the Company's Current
Report on Form 8-K dated October 28, 1994 (filed November 3, 1994), 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 Amendment) 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 previously 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 cents 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.

(b)  Rule 416(b) Compliance - McDonnell Douglas Corporation ("MDC") is
undertaking to meet the requirements of Rule 416(b) under the Securities
Act of 1933 and Regulation S-K, Item 512(a) regarding its Registration
Statements Nos. 33-50063, 2-76396, 33-50059, 33-40207, 33-11144, 2-64039,
33-13342, 33-50057, 33-50055, 33-40206, 33-50061, 33-26542 and 33-56129.
Under Rule 416(b), if additional securities are issued as a result of a
stock split prior to completion of the distribution of the securities
covered by a registration statement, the additional securities are covered
by the registration statement, provided that the registration statement is
amended.  On January 3, 1995, the Company split its Common Stock 3-for-1 by
paying a stock dividend to its shareholders of record on December 2, 1994.
















 3

Registration Statement No. 33-50063 (the "Salaried Savings Plan
Registration Statement") became effective on August 23, 1993 and registered
2,500,000 pre-split shares of Common Stock, Preferred Stock Purchase Rights
attached to the Common Stock and an indeterminate amount of interests to be
offered or sold pursuant to the Employee Savings Plan of McDonnell Douglas
Corporation-Salaried Plan.  Pursuant to Rule 416(b), the Salaried Savings
Plan Registration Statement is deemed to cover the additional shares of
Common Stock, Preferred Stock Purchase Rights and interests in the plan
that are issuable as a result of the stock split.

Registration Statement No. 2-76396 (the "Component Plan Registration
Statement") became effective on April 4, 1988 and registered the sale of
50,000 pre-split shares of Common Stock and an indeterminate amount of
interests to be offered or sold pursuant to the Employee Savings Plan of
McDonnell Douglas Corporation-Component Plan.  Pursuant to Rule 416(b), the
Component Plan Registration Statement is deemed to cover the additional
shares of Common Stock, Preferred Stock Purchase Rights and interests in
the plan that are issuable as a result of the stock split.

Registration Statement No. 33-50059 (the "1993 Subsidiary Thrift Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 60,000 pre-split shares of Common Stock, Preferred Stock
Purchase Rights attached to the Common Stock and an indeterminate amount of
interests to be offered or sold pursuant to the Employee Thrift Plan of
McDonnell Douglas Corporation-Subsidiary Plan.  Pursuant to Rule 416(b),
the 1993 Subsidiary Thrift Plan Registration Statement is deemed to cover
the additional shares of Common Stock, Preferred Stock Purchase Rights and
interests in the plan that are issuable as a result of the stock split.

Registration Statement No. 33-40207 (the "1991 Subsidiary Thrift Plan
Registration Statement") became effective on  April 29, 1991 and registered
the sale of 11,000 pre-split shares of Common Stock, Preferred Stock
Purchase Rights attached to the Common Stock and an indeterminate amount of
interests to be offered or sold pursuant to the Employee Thrift Plan of
McDonnell Douglas Corporation-Subsidiary Plan.  Pursuant to Rule 416(b)
the 1991 Subsidiary Thrift Plan Registration Statement is deemed to cover
the additional shares of Common Stock, Preferred Stock Purchase Rights and
interests in the plan that are issuable as a result of the stock split.

Registration Statement No. 33-11144 (the "Hourly Thrift Plan Registration
Statement") became effective on January 26, 1987 and registered the sale of
10,000 pre-split shares of Common Stock and an indeterminate amount of
interests to be offered or sold pursuant to the Employee Thrift Plan of
McDonnell Douglas Corporation-Hourly Plan.  Pursuant to Rule 416(b), the
Hourly Thrift Plan Registration Statement is deemed to cover the additional
shares of Common Stock, Preferred Stock Purchase Rights and interests in
the plan that are issuable as a result of the stock split.











 4

Registration Statement Nos. 2-64039 and 33-13342 (the "Incentive Award Plan
Registration Statements") registered the sale of 2,000,000 pre-split shares
of Common Stock and Preferred Stock Purchase Rights to be offered or sold
pursuant to the McDonnell Douglas Corporation Incentive Award Plan,
Incentive Compensation Plan and Non-Qualified Stock Option Plan.  Pursuant
to Rule 416(b) the Incentive Award Plan Registration Statements are deemed
to cover the additional shares of Common Stock and Preferred Stock Purchase
Rights that are issuable as a result of the stock split.

Registration Statement No. 33-50057 (the "Hourly West Investment Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 250,000 pre-split shares of Common Stock, Preferred Stock
Purchase Rights and an indeterminate amount of interests to be offered or
sold pursuant to the Employee Investment Plan of McDonnell Douglas
Corporation-Hourly West Plan.  Pursuant to Rule 416(b), the Hourly West
Investment Plan Registration Statement is deemed to cover the additional
shares of Common Stock, Preferred Stock Purchase Rights and interests in
the plan that are issuable as a result of the stock split.

Registration Statement No. 33-50055 (the "1993 Hourly East Investment Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 150,000 pre-split shares of Common Stock, Preferred Stock
Purchase Rights and an indeterminate amount of interests to be offered or
sold pursuant to the Employee Investment Plan of McDonnell Douglas
Corporation-Hourly East Plan.  Pursuant to Rule 416(b), the 1993 Hourly
East Investment Plan Registration Statement is deemed to cover the
additional shares of Common Stock, Preferred Stock Purchase Rights and
interests in the plan that are issuable as a result of the stock split.

Registration Statement No. 33-40206 (the "1991 Hourly East Investment Plan
Registration Statement") became effective on April 29, 1991 and registered
the sale of 510,000 pre-split shares of Common Stock, Preferred Stock
Purchase Rights and an indeterminate amount of interests to be offered or
sold pursuant to the Employee Investment Plan of McDonnell Douglas
Corporation-Hourly East Plan.  Pursuant to Rule 416(b), the 1991 Hourly
East Investment Plan Registration Statement is deemed to cover the
additional shares of Common Stock, Preferred Stock Purchase Rights and
interests in the plan that are issuable as a result of the stock split.

Registration Statement No. 33-50061 (the "1993 Helicopter Savings Plan
Registration Statement") became effective on August 23, 1993 and registered
the sale of 25,000 pre-split shares of Common Stock, Preferred Stock
Purchase Rights and an indeterminate amount of interests to be offered or
sold pursuant to the McDonnell Douglas Helicopter Company Savings Plan for
Hourly Employees.  Pursuant to Rule 416(b), the 1993 Helicopter Saving Plan
Registration Statement is deemed to cover the additional shares of Common
Stock, Preferred Stock Purchase Rights and interests in the plan that are
issuable as a result of the stock split.










 5

Registration Statement No. 33-26542 (the "1989 Helicopter Savings Plan
Registration Statement") became effective on January 13, 1989 and
registered the sale of 55,000 pre-split shares of Common Stock and an
indeterminate amount of interests to be offered or sold pursuant to the
McDonnell Douglas Helicopter Company Savings Plan for Hourly Employees.
Pursuant to Rule 416(b), the 1989 Helicopter Savings Plan Registration
Statement is deemed to cover the additional shares of Common Stock,
Preferred Stock Purchase Rights and interests in the plan that are issuable
as a result of the stock split.

Registration Statement No. 33-56129 (the "Performance and Equity Incentive
Plan Registration Statement") became effective on October 21, 1994 and
registered the sale of 500,000 pre-split shares of Common Stock and
Preferred Stock Purchase Rights attached to the Common Stock to be offered
or sold pursuant to the McDonnell Douglas Corporation 1994 Performance and
Equity Incentive Plan.  The number of shares registered under the
Performance and Equity Incentive Plan Registration Statement has
automatically increased under Rule 416(a) pursuant to antidilution
provisions.




                                 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.



                             MCDONNELL DOUGLAS CORPORATION



October 9, 1995           By:  /s/ F. Mark Kuhlmann
  (Date)                     ---------------------------------
                               F. Mark Kuhlmann
                               Senior Vice President-
                               Administration and General Counsel