8-K

 1
              SECURITIES AND EXCHANGE COMMISSION

                  Washington, D.C.  20549

                    ----------------

                            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): December 9, 1994

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


                           Maryland
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            (State or Other Jurisdiction of Incorporation)

                                
          1-3685                            43-0400674
- ----------------------------     ---------------------------------
    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
                   -----------------------------
                   Registrant's Telephone Number

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         INFORMATION TO BE INCLUDED IN THE REPORT




Item 5.     Other Events.  On December 9, 1994,the United States
Court of Federal Claims filed the order attached as an exhibit
hereto in the matter of McDonnell Douglas Corporation and General
Dynamics Corporation v. United States of America.  Such exhibit
is incorporated herein in accordance with General Instruction F
to Form 8-K.






                         EXHIBIT



Exhibit No.


    99           Court Order


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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:  December 9, 1994



                                 MCDONNELL DOUGLAS CORPORATION



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

EX-99

          In the United States Court of Federal Claims
                                
                                

McDonnell Douglas Corporation and
General Dynamics Corporation,

                  Plaintiffs,           No. 91-1204C
                  -----------

     v.                                 Filed:  December 9, 1994

United States of America,

                  Defendant.
                  ---------


                              ORDER
                                
                                
     Plaintiffs allege in Count XVII that they were improperly
terminated for default.  We held trial beginning September 1993
and agreed to defer substantive rulings to facilitate settlement
negotiations.  The Navy urged further delay in July, and
plaintiffs objected.  Additional delay in ruling on Count XVII is
not warranted.

     Testimony and other evidence at trial showed that the A-12
contract was not terminated because of contractor default.  The
contract was terminated because the Office of the Secretary of
Defense withdrew support and funding from the A-12.  Prior to
that, the Navy did not believe that the contractors' performance
justified termination for default.

     Detailed findings of fact will be submitted following trial
on the remaining issues.  The decision terminating the contract
for default was not properly made and therefore is VACATED.

     IT IS SO ORDERED.


                                   /s/ Robert H. Hodges, Jr.
                                   -------------------------
                                   Robert H. Hodges, Jr.
                                   Judge

EX-99

                        McDonnell Douglas Corporation

LAW DEPARTMENT




                                       December 9, 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) 232-2158.

     Thank you for your assistance.

                               Very truly yours,


                              /s/ Eric R. Fencl
                              Eric R. Fencl
                              Counsel