EXHIBIT 10.6


                          GUARANTY AMENDMENT AGREEMENT



         This Guaranty Amendment Agreement  ("Agreement"),  dated as of June 28,
1996, is by and between McDonnell Douglas Corporation ("Guarantor"),  a Maryland
corporation,  and McDonnell  Douglas Finance  Corporation  ("MDFC"),  a Delaware
corporation.

         WHEREAS,  the Guarantor and MDFC entered into a  Supplemental  Guaranty
Agreement,  dated as of December  30,  1993,  as amended by  Amendment  No. 1 to
Supplemental  Guaranty  Agreement dated as of March 28, 1996 (the  "Supplemental
Guaranty"); and

         WHEREAS,  Section  5 of the  Supplemental  Guaranty  provides  that the
Supplemental  Guaranty  will  terminate  on June 30,  1996  unless,  among other
things, the parties agree that MDFC's exposure on its TWA portfolio  justifies a
continuation of the Supplemental Guaranty; and

         WHEREAS,  the parties  agree that MDFC's  exposure on its TWA portfolio
justifies a continuation of the Supplemental Guaranty and the parties deem it to
be in their mutual best interest to extend the termination  date of the Guaranty
on the terms and conditions set forth below; and

         WHEREAS,  the  Guarantor  and MDFC entered  into a separate  Deficiency
Guaranty,  dated as of March  31,  1994,  for each of five  separate  TWA  lease
agreements  relating to MD-83 aircraft bearing U.S.  registration  marks N9405T,
N9404V, N9403W, N9402W and N9406W (each a "Deficiency Guaranty" and collectively
the "Deficiency Guaranties"); and WHEREAS, the Guarantor and MDFC agree that the
continuation of the Supplemental Guaranty justifies a temporary reduction during
such period of  continuation  of  $2,000,000 of coverage  under each  Deficiency
Guaranty;

         NOW,  THEREFORE,  in  consideration  of the  premises  and for valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. The sixth line of Section 5 of the Supplemental Guaranty is hereby
amended to read in full as follows:

            "on  June 30, 1998 unless (a) an Event of Default which could".

         2. The maximum aggregate amount covered by the Supplemental Guaranty is
hereby  reduced from  $25,000,000  to  $10,000,000  by amending the last line of
Section 1 of the Supplemental Guaranty to read in full as follows:

             "equal to $10,000,000."

         3. For the period from the date hereof until June 30, 1998, the maximum
amount  covered by each  Deficiency  Guaranty is hereby reduced by $2,000,000 by
amending,  effective  until June 30,  1998,  the sixth line of Section 2 of each
Deficiency Guaranty to read in full as follows:

         "Aircraft, less $2,000,000, and (b) the then outstanding stipulated
         loss value set".

         4. As modified above, the Supplemental Guaranty and the Deficiency
Guaranties shall remain in full force and effect in accordance with their terms.

         IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment.


MCDONNELL DOUGLAS                      MCDONNELL DOUGLAS
FINANCE CORPORATION                    CORPORATION


By:      /S/ THOMAS J. MOTHERWAY       By:      /S/ JAMES F. PALMER
Its:     President                     Its:     Senior Vice President and
                                                Chief Financial Officer