MCDONNELL DOUGLAS CORPORATION

                      ARTICLES OF AMENDMENT AND RESTATEMENT


         McDonnell  Douglas  Corporation,  a  Maryland  corporation,  having its
principal office in this state in the City of Baltimore,  Maryland  (hereinafter
called  the   "Corporation")   hereby  certifies  to  the  State  Department  of
Assessments and Taxation of Maryland that:

     1. The Corporation desires to amend and restate its charter as currently in
effect and as hereinafter amended.

     2. The following provisions are all the provisions of the charter currently
in effect and as hereinafter amended:

     FIRST:  The  name of the  corporation  (which  is  hereinafter  called  the
"Corporation") is McDonnell Douglas Corporation.

     SECOND:  The purposes for which the  Corporation is formed and the business
or objects to be carried on and promoted by it are as follows:

                  (1)  To  manufacture,   design,  manage,  operate,   assemble,
         construct,  produce,  purchase or otherwise  acquire,  import,  export,
         hold, own, store, mortgage,  pledge, lease, sell,  distribute,  market,
         assign,  transfer,  repair,  alter, rent, hire or lease on royalty, and
         generally  to handle,  trade,  deal and traffic in and with,  either at
         wholesale or retail or both, and either as owners,  agents,  factors or
         on commission  or otherwise,  goods,  wares,  merchandise  and real and
         personal property of every class and description, together with any and
         all   materials,   supplies,   parts,   equipment,   accessories,   and
         appurtenances  of any kind or character  connected  therewith or a part
         thereof,  or which may be incidental to or arise out of the  foregoing,
         or which  may be  conveniently  manufactured,  supplied  or dealt in in
         connection therewith or in carrying on the business herein named or any
         part thereof.

               (2)  To  conduct  and  encourage  experimental  projects  in  all
          matters.

                  (3) To acquire, by purchase,  lease or otherwise,  and to own,
         use, operate and conduct,  factories,  experimental plants, warehouses,
         aviation fields,  stores and salesrooms,  including  lands,  buildings,
         machinery,  equipment and appliances  which may be useful to accomplish
         any of the purposes or to carry on any business  which the  Corporation
         is authorized to conduct.

                  (4) To engage in and  carry on any  other  business  which may
         conveniently  be conducted in  conjunction  with any of the business of
         the Corporation.

                  (5) To  acquire  all or any  part of the  good  will,  rights,
         property and business of any person,  firm,  association or corporation
         heretofore or hereafter engaged in any business similar to any business
         which the Corporation has the power to conduct,  and to hold,  utilize,
         enjoy  and in any  manner  dispose  of,  the  whole  or any part of the
         rights,  property and business so acquired, and to assume in connection
         therewith any  liabilities  of any such person,  firm,  association  or
         corporation.
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                  (6) To apply for, obtain,  purchase or otherwise acquire,  any
         patents,  copyrights,   licenses,   trademarks,  trade  names,  rights,
         processes, formulas, and the like, which may seem capable of being used
         for any of the  purposes  of the  Corporation;  and to  use,  exercise,
         develop,  grant  licenses  in respect of,  sell and  otherwise  turn to
         account, the same.

                  (7) To issue  shares of its stock of any class,  in any manner
         permitted  by  law,  to  raise  money  for any of the  purposes  of the
         Corporation  or in  payment  for  property  purchased  or for any other
         lawful consideration;  and to purchase or otherwise acquire,  hold, and
         reissue any shares of its capital stock of any class so issued.

                  (8) To borrow or raise  money for any of the  purposes  of the
         Corporation and to issue bonds, debentures,  notes or other obligations
         of any  nature,  and in any  manner  permitted  by law,  for  money  so
         borrowed or in payment for property purchased,  or for any other lawful
         consideration,  and to  secure  payment  thereof  and  of the  interest
         thereon,  by mortgage  upon,  or pledge or  conveyance or assignment in
         trust of,  the whole or any part of the  property  of the  Corporation,
         real or personal,  including contract rights, whether at the time owned
         or  thereafter  acquired;  and to sell,  pledge,  discount or otherwise
         dispose of such bonds,  notes or other  obligations of the  Corporation
         for its corporate purposes.

                  (9) To carry out all or any part of the  foregoing  objects as
         principal,  factor, agent,  contractor,  or otherwise,  either alone or
         through  or in  conjunction  with  any  person,  firm,  association  or
         corporation,  and in any part of the world,  and,  in  carrying  on its
         business  and for the purpose of  attaining  or  furthering  any of its
         objects and  purposes,  to make and perform any contracts and to do any
         acts and things,  and to exercise any powers  suitable,  convenient  or
         proper for the  accomplishment of any of the purposes herein enumerated
         or incidental to the powers herein specified,  or which at any time may
         appear conducive to or expedient for the  accomplishment of any of such
         purposes.

                  (10) To carry out all or any part of the  aforesaid  purposes,
         and to conduct its business in all or any of its branches in any or all
         states, territories, districts, colonies and dependencies of the United
         States of America and in foreign countries; and to maintain offices and
         agencies, in any or all states,  territories,  districts,  colonies and
         dependencies of the United States of America and in foreign countries.
<PAGE>

                  It is the intention that the objects and purposes specified in
         the  foregoing  clauses  of  this  Article  SECOND  shall  not,  unless
         otherwise  specified  herein,  be in anywise  limited or  restricted by
         reference  to, or in inference  from,  the terms of any other clause of
         this or any other  article in this  Charter,  but that the  objects and
         purposes  specified  in each of the  clauses of this  Article  shall be
         regarded as independent objects and purposes.  It is also the intention
         that said  clauses be  construed  both as  purposes  and  powers,  and,
         generally,  that the  Corporation  shall be  authorized to exercise and
         enjoy all other powers,  rights and privileges granted to, or conferred
         upon,  corporations  of this  character,  by the  laws of the  State of
         Maryland,  and enumeration of certain powers as herein specified is not
         intended as exclusive of, or as a waiver of, any of the powers,  rights
         or privileges  granted or conferred by the laws of said State hereafter
         in force.

               THIRD:  The post office  address of the  principal  office of the
          Corporation  in this  State is 32 South  Street,  Baltimore,  Maryland
          21202-3242.  The name and post  office  address  of the  Corporation's
          resident agent is The Corporation Trust Incorporated, 32 South Street,
          Baltimore, Maryland 21202-3242. Said resident agent is a corporation
          of the State of Maryland.

                  FOURTH:  (1) The number of  directors  shall be  sixteen  (16)
         which number may be increased or decreased pursuant to the by-laws by a
         vote of not less than 80% of the entire Board of  Directors,  but in no
         event shall there be less than three (3) directors. The directors shall
         be divided into three classes. Each such class shall consist, as nearly
         as  may  be  possible,  of  one-third  (1/3)  of the  total  number  of
         directors,  and any remaining  directors  shall be included within such
         class or  classes as the Board of  Directors  shall  designate.  At the
         annual meeting of the stockholders of the Corporation for 1986, a class
         of  directors  shall be  elected  for a one (1) year  term,  a class of
         directors  shall be  elected  for a two (2) year  term,  and a class of
         directors  shall  be  elected  for a  three  (3)  year  term.  At  each
         succeeding  annual  meeting  of  stockholders,   beginning  with  1987,
         successors to the class of directors  whose term expires at that annual
         meeting  shall be elected  for a three (3) year term or the  balance of
         the term of any  director  whose  place  has  been  vacated  by  death,
         resignation or otherwise.

                  (2) In case of a  vacancy  on the Board of  Directors  for any
         cause other than an increase in the number of  directors,  the majority
         of the remaining  directors,  whether or not sufficient to constitute a
         quorum,  may fill  such  vacancy.  A vote of not  less  than 80% of the
         entire  Board of  Directors  shall be required to fill a vacancy on the
         Board of  Directors  which  results  from an  increase in the number of
         directors.  If the number of  directors  is  changed,  any  increase or
         decrease shall be  apportioned  among the classes so as to maintain the
         number of directors  in each class as nearly  equal as possible.  In no
         case will a decrease in the number of directors shorten the term of any
         incumbent  director.  A director  elected by the Board of  Directors to
         fill a vacancy on the Board of  Directors  shall hold office  until the
         next annual meeting of stockholders  and until his successor is elected
         and qualified.
<PAGE>

                  (3) A  director  may be removed  by  stockholders  only by the
         affirmative  vote of the  holders  of not  less  than 80% of all of the
         outstanding  shares of stock of the  Corporation  entitled to vote at a
         meeting of stockholders called for such purpose.

                  (4)  Except as may be  prohibited  by law or  limited  by this
         Charter,  the Board of  Directors  shall  have the power  (which to the
         extent  exercised,  shall be exclusive) to fix the number of directors,
         establish the rules and procedures governing  nominations for directors
         and the internal affairs of the Board of Directors,  including, without
         limitation, the vote required for any action by the Board of Directors,
         and to establish the rules and procedures  that from time to time shall
         affect the  directors'  power to manage the business and affairs of the
         Corporation,  and no by-laws shall be adopted by the stockholders which
         shall modify the foregoing.

                  (5)  Notwithstanding  any other provisions of this Charter and
         except as may be  prohibited by law, the  affirmative  vote of at least
         80% of the votes entitled to be cast by all outstanding shares of stock
         entitled  to vote at a meeting of  stockholders,  shall be  required to
         alter,  amend,  repeal or adopt any provision  inconsistent  with, this
         Article FOURTH.

                  FIFTH:  No  director  or officer of the  Corporation  shall be
         liable to the Corporation or its stockholders for money damages, except
         to the extent such  limitation  of liability for directors or officers,
         as the  case  may be,  is not  permitted  under  the  Maryland  General
         Corporation  Law, as the same exists or may  hereafter be amended.  Any
         repeal or  modification  of the  foregoing  provisions  of this Article
         FIFTH shall not adversely  affect any right or protection of a director
         or officer of the  Corporation  existing  hereunder with respect to any
         act or  omission  occurring  prior to or at the time of such  repeal or
         modification.

                  SIXTH:  The total  number  of  shares of stock of all  classes
         which the Corporation has authority to issue is 410,000,000  shares, of
         which  400,000,000  shares  shall be Common Stock having a par value of
         $1.00 per share and 10,000,000 shares shall be Preferred Stock having a
         par value of $1.00 per share,  so that the  aggregate  par value of all
         authorized shares of all classes of stock is $410,000,000. The unissued
         Common and Preferred Stock may be issued upon authority of the Board of
         Directors without stockholder approval. The preferences, conversion and
         other rights, voting powers, restrictions, limitations as to dividends,
         qualifications  and terms and  conditions  of  redemption of the Common
         Stock and,  until  reclassified  or changed,  from time to time, of the
         Preferred Stock are as follows:
<PAGE>

                  (1)  Subject  to the  preferences  and rights of all series of
         Preferred Stock from time to time issued and  outstanding,  the holders
         of Common  Stock shall be entitled to receive such sums as the Board of
         Directors  may from  time to time  declare  as  dividends  thereon,  or
         authorize as distributions  thereon, out of any sums available to be so
         distributed,   and  to  receive  any  balance   remaining  in  case  of
         dissolution,  liquidation  or  winding  up  of  the  Corporation  after
         satisfying  the prior rights of all series of Preferred  Stock,  if any
         then be  outstanding.  Except as may be mandatory under Maryland law at
         the time in  effect,  and  except  as the Board of  Directors  may have
         established  as herein  authorized  in respect of one or more series of
         Preferred  Stock at the time  outstanding,  the holders of Common Stock
         shall have the exclusive voting power for the election of directors and
         for all other corporate purposes.

                  (2)  Until  reclassified,  set  or  changed  by the  Board  of
         Directors, the Preferred Stock shall have no preferences, conversion or
         other rights, voting powers, restrictions, limitations as to dividends,
         qualifications,  terms  and  conditions  of  redemption.  The  Board of
         Directors is expressly authorized,  prior to the issuance of any shares
         of the  Preferred  Stock,  to establish by  resolution  or  resolutions
         providing for the issuance of any such Preferred Stock:

                           (A) whether and upon what terms the Corporation shall
         set  apart  dividends  for or pay  dividends  to the  holders  of  such
         Preferred  Stock before any  dividends are set apart for or paid to the
         holders of Common Stock;

                           (B)      the rate, amount and time of payment of
          dividends;

                           (C)      whether and upon what terms the dividends
          are  cumulative to a limited extent, or noncumulative;

                           (D) whether and upon what terms such Preferred  Stock
         is preferred over the Common Stock as to its distributive  share of the
         assets on voluntary or involuntary  liquidation of the  Corporation and
         the amount of the preference;

                           (E) whether such  Preferred  Stock may be redeemed at
         the option of the Corporation or of the holders of such Preferred Stock
         and the terms and  conditions  of  redemption,  including  the time and
         price of redemption;

                          (F) whether such Preferred  Stock is convertible  into
         shares of the Common Stock, and the terms and conditions of conversion;

                           (G)  whether  and upon what terms the holders of such
         Preferred  Stock issued or to be issued by the  Corporation  shall have
         any voting or other  rights  which,  by law, are or may be conferred on
         stockholders;
<PAGE>

                           (H)  any  other  preferences,   rights,  restrictions
         (including  restrictions on  transferability),  and  qualifications not
         inconsistent with law.

                  The  Board  of  Directors  may  provide  for the  issuance  of
         Preferred  Stock in one or more series and, to the extent  permitted by
         law,  may  establish  by  resolution  different  preferences,   rights,
         restrictions    (including   restrictions   on   transferability)   and
         qualification for each series.

                  (3) No holders of stock of the Corporation,  of whatever class
         or series,  shall have any  preferential  right of  subscription to any
         shares of any class or to any  securities  convertible  into  shares of
         stock of the Corporation,  whether now or hereafter authorized, nor any
         right of  subscription  to any thereof  other than such, if any, as the
         Board of Directors in its discretion may determine and at such price as
         the Board of  Directors  in its  discretion  may fix; and any shares or
         convertible  securities  which the Board of Directors  may determine to
         offer for  subscription  to  holders  of stock  may,  as said  Board of
         Directors  shall  determine,  be  offered  to  holders  of any class or
         classes  or one or more  series  of stock at the time  existing  to the
         exclusion of holders of any or all other  classes or series at the time
         existing.

                  (4) The Board of  Directors of the  Corporation,  at a meeting
         duly  convened  and held on  August  2,  1990,  pursuant  to  authority
         expressly  vested in the Board of  Directors  by  Articles  SEVENTH and
         EIGHTH  of the  Corporation's  Articles  of  Restatement  (as  then  in
         effect),  adopted a resolution reclassifying 1,000,000 unissued shares,
         par value  $1.00 per share,  of the  unclassified  shares of  Preferred
         Stock of the Corporation, par value $1.00 per share, as Series A Junior
         Participating  Preferred  Stock, par value $1.00 per share, by setting,
         before the issuance of such shares,  the  preferences,  rights,  voting
         powers,  restrictions,  qualifications,  and  terms and  conditions  of
         redemption  of and the  dividends  on the  shares  of  Series  A Junior
         Participating Preferred Stock as hereinafter set forth.

                  A description of said 1,000,000  shares so reclassified by the
         Board  of  Directors,  with the  preferences,  rights,  voting  powers,
         restrictions,  qualifications and terms and conditions of redemption of
         and the  dividends  on such shares as set by the Board of  Directors of
         the Corporation is as follows:

                           (A) There shall be a series of the Preferred Stock of
         the  Corporation  which  shall be  designated  as the  "Series A Junior
         Participating  Preferred  Stock,"  par value  $1.00 per share,  and the
         number  of  shares  constituting  such  series  shall  be  one  million
         (1,000,000).  Such number of shares may be  increased  or  decreased by
         resolution of the Board of Directors;  provided, that no decrease shall
         reduce the number of shares of Series A Junior Participating  Preferred
         Stock to a number  less than that of the shares then  outstanding  plus
         the number of shares  issuable  upon  exercise of  outstanding  rights,
         options or warrants or upon conversion of outstanding securities issued
         by the Corporation.
<PAGE>

                           (B)      Dividends and Distributions

                    (i)  Subject to the  rights of the  holders of any shares of
               any series of Preferred  Stock of the  Corporation  ranking prior
               and superior to the Series A Junior Participating Preferred Stock
               with  respect  to  dividends,  the  holders of shares of Series A
               Junior  Participating  Preferred  Stock,  in  preference  to  the
               holders of shares of Common Stock, par value $1.00 per share (the
               "Common  Stock"),  of the  Corporation  and of any  other  junior
               stock, shall be entitled to receive,  when, as and if declared by
               the Board of Directors  out of funds  legally  available  for the
               purpose,  quarterly  dividends  payable  in cash on the  [regular
               quarterly  dividend  payment date] (each such date being referred
               to herein as a "Quarterly Dividend Payment Date"),  commencing on
               the  first  Quarterly  Dividend  Payment  Date  after  the  first
               issuance  of a share or  fraction  of a share of  Series A Junior
               Participating Preferred Stock, in an amount per share (rounded to
               the  nearest  cent)  equal  to the  greater  of (a)  $1.00 or (b)
               subject to the provision for  adjustment  hereinafter  set forth,
               100 times the aggregate  per share amount of all cash  dividends,
               and 100 times the aggregate per share amount (payable in kind) of
               all  non-cash  dividends  or other  distributions,  other  than a
               dividend  payable in shares of Common Stock or a  subdivision  of
               the outstanding  shares of Common Stock (by  reclassification  or
               otherwise),  declared on the Common  Stock since the  immediately
               preceding  Quarterly  Dividend  Payment Date, or, with respect to
               the  first  Quarterly  Dividend  Payment  Date,  since  the first
               issuance  of any share or  fraction of a share of Series A Junior
               Participating Preferred Stock. In the event the Corporation shall
               at any time after August 2, 1990 (the "Rights  Declaration Date")
               declare or pay any dividend on the Common Stock payable in shares
               of  Common  Stock,  or effect a  subdivision  or  combination  or
               consolidation  of the  outstanding  shares  of  Common  Stock (by
               reclassification  or  otherwise  than by payment of a dividend in
               shares of Common Stock) into a greater or lesser number of shares
               of  Common  Stock,  then in each  such  case the  amount to which
               holders  of  shares of  Series A Junior  Participating  Preferred
               Stock were entitled  immediately prior to such event under clause
               (b) of the preceding  sentence  shall be adjusted by  multiplying
               such amount by a fraction,  the  numerator of which is the number
               of shares of Common  Stock  outstanding  immediately  after  such
               event  and the  denominator  of which is the  number of shares of
               Common  Stock  that were  outstanding  immediately  prior to such
               event.
<PAGE>

                         (ii)  The  Corporation  shall  declare  a  dividend  or
                    distribution  on the Series A Preferred Stock as provided in
                    paragraph (i) of this Section  immediately after it declares
                    a dividend or distribution on the Common Stock (other than a
                    dividend payable in shares of Common Stock);  provided that,
                    in the event no  dividend  or  distribution  shall have been
                    declared on the Common Stock  during the period  between any
                    Quarterly  Dividend  Payment  Date and the  next  subsequent
                    Quarterly  Dividend  Payment  Date,  a dividend of $1.00 per
                    share on the Series A Junior  Participating  Preferred Stock
                    shall  nevertheless be payable on such subsequent  Quarterly
                    Dividend Payment Date.

                         (iii) Dividends shall begin to accrue and be cumulative
                    on  outstanding  shares  of  Series A  Junior  Participating
                    Preferred  Stock from the  Quarterly  Dividend  Payment Date
                    next preceding the date of issue of such shares,  unless the
                    date of issue of such shares is prior to the record date for
                    the first  Quarterly  Dividend  Payment  Date, in which case
                    dividends on such shares shall begin to accrue from the date
                    of issue of such  shares,  or unless  the date of issue is a
                    Quarterly  Dividend  Payment  Date  or is a date  after  the
                    record  date for the  determination  of holders of shares of
                    Series A Junior  Participating  Preferred  Stock entitled to
                    receive a  quarterly  dividend  and  before  such  Quarterly
                    Dividend  Payment  Date,  in  either  of which  events  such
                    dividends  shall begin to accrue and be cumulative from such
                    Quarterly   Dividend   Payment  Date.   Accrued  but  unpaid
                    dividends  shall not bear  interest.  Dividends  paid on the
                    shares of Series A Junior  Participating  Preferred Stock in
                    an amount less than the total  amount of such  dividends  at
                    the  time  accrued  and  payable  on such  shares  shall  be
                    allocated pro rata on a share-by-share  basis among all such
                    shares at the time outstanding.  The Board of Directors may,
                    in accordance with applicable law, fix a record date for the
                    determination  of  holders  of  shares  of  Series  A Junior
                    Participating Preferred Stock entitled to receive payment of
                    a dividend or distribution  declared  thereon,  which record
                    date shall be not more than such number of days prior to the
                    date  fixed for the  payment  thereof  as may be  allowed by
                    applicable law.

                           (C)  The   holders  of  shares  of  Series  A  Junior
         Participating Preferred Stock shall have the following voting rights:

                         (i)  Each  share  of  Series  A  Junior   Participating
                    Preferred  Stock  shall  entitle  the holder  thereof to 100
                    votes on all matters submitted to a vote of the stockholders
                    of the Corporation.
<PAGE>

                         (ii) Except as otherwise provided herein or by law, the
                    holders of shares of Series A Junior Participating Preferred
                    Stock,  the  holders  of  shares of  Common  Stock,  and the
                    holders  of  shares  of  any  other  capital  stock  of  the
                    Corporation   having  general  voting  rights,   shall  vote
                    together as one class on all matters  submitted to a vote of
                    stockholders of the Corporation.

                         (iii) Except as otherwise set forth herein,  and except
                    as  otherwise  provided  by law,  holders of Series A Junior
                    Participating  Preferred  Stock shall have no special voting
                    rights and their  consent  shall not be required  (except to
                    the extent they are  entitled to vote with holders of Common
                    Stock as set forth herein) for taking any corporate action.

                           (D)      Certain Restrictions

                         (i) Whenever dividends or distributions  payable on the
                    Series A Junior Participating Preferred Stock as provided in
                    Section B are in arrears,  thereafter  and until all accrued
                    and  unpaid  dividends  and  distributions,  whether  or not
                    declared,   on  shares  of  Series  A  Junior  Participating
                    Preferred  Stock  outstanding  shall have been paid in full,
                    the Corporation shall not:

                         (a)  declare  or  pay  dividends  on,  make  any  other
                    distributions on, or redeem or purchase or otherwise acquire
                    for consideration any shares of stock ranking junior (either
                    as to dividends or upon liquidation,  dissolution or winding
                    up) to the Series A Junior Participating Preferred Stock;

                         (b)  declare  or pay  dividends  on or make  any  other
                    distributions  on any  shares of stock  ranking  on a parity
                    (either as to dividends or upon liquidation,  dissolution or
                    winding up) with the Series A Junior Participating Preferred
                    Stock,  except dividends paid ratably on the Series A Junior
                    Participating  Preferred  Stock and all such parity stock on
                    which  dividends  are payable or in arrears in proportion to
                    the total  amounts to which the  holders of all such  shares
                    are then entitled;

                         (c) except as  permitted  in Section  (D)(i)(d)  below,
                    redeem or purchase or  otherwise  acquire for  consideration
                    shares  of any  stock  ranking  on a  parity  (either  as to
                    dividends or upon  liquidation,  dissolution  or winding up)
                    with  the  Series A Junior  Participating  Preferred  Stock,
                    provided  that  the  Corporation  may  at any  time  redeem,
                    purchase  or  otherwise  acquire  shares of any such  parity
                    stock in exchange for shares of any stock of the Corporation
                    ranking junior (either as to dividends or upon  dissolution,
                    liquidation   or   winding   up)  to  the  Series  A  Junior
                    Participating Preferred Stock; and
<PAGE>

                         (d) purchase or otherwise acquire for consideration any
                    shares of Series A Junior Participating  Preferred Stock, or
                    any shares of stock  ranking  on a parity  with the Series A
                    Junior  Participating  Preferred Stock, except in accordance
                    with a purchase offer made in writing or by publication  (as
                    determined by the Board of Directors) to all holders of such
                    shares  upon  such  terms as the Board of  Directors,  after
                    consideration  of the respective  annual  dividend rates and
                    other  relative  rights and  preferences  of the  respective
                    series  and  classes,  shall  determine  in good  faith will
                    result in fair and equitable  treatment among the respective
                    series or classes.

                         (ii) The Corporation shall not permit any subsidiary of
                    the  Corporation  to  purchase  or  otherwise   acquire  for
                    consideration any shares of stock of the Corporation  unless
                    the Corporation  could,  under paragraph (i) of this Section
                    D,  purchase or  otherwise  acquire such shares at such time
                    and in such manner.

                           (E)        Required Shares

                           Any shares of Series A Junior Participating Preferred
         Stock purchased or otherwise  acquired by the Corporation in any manner
         whatsoever   shall  be  retired  and  cancelled   promptly   after  the
         acquisition  thereof.  The Corporation shall cause all such shares upon
         their  cancellation  to be authorized but unissued  shares of Preferred
         Stock which may be reissued as part of a new series of Preferred Stock,
         subject  to the  conditions  and  restrictions  on  issuance  set forth
         herein.

                           (F)        Liquidation, Dissolution or Winding Up

                         (i)  Upon any  liquidation  (voluntary  or  otherwise),
                    dissolution   or   winding   up  of  the   Corporation,   no
                    distribution shall be made to the holders of shares of stock
                    ranking junior (either as to dividends or upon  liquidation,
                    dissolution   or   winding   up)  to  the  Series  A  Junior
                    Participating  Preferred  Stock unless,  prior thereto,  the
                    holders of shares of Series A Junior Participating Preferred
                    Stock shall have received $100.00 per share,  plus an amount
                    equal to accrued  and  unpaid  dividends  and  distributions
                    thereon,  whether  or not  declared,  to the  date  of  such
                    payment (the "Series A Liquidation  Preference").  Following
                    the payment of the full  amount of the Series A  Liquidation
                    Preference, no additional distributions shall be made to the
                    holders of shares of Series A Junior Participating Preferred
                    Stock,  unless,  prior  thereto,  the  holders  of shares of
                    Common  Stock  shall have  received an amount per share (the
                    "Common  Adjustment")  equal  to the  quotient  obtained  by
                    dividing (i) the Series A Liquidation Preference by (ii) 100
                    (as  appropriately  adjusted  as set  forth in  subparagraph
                    (iii) below to reflect such events as stock  dividends,  and
                    subdivisions,  combinations and consolidations  with respect
                    to the  Common  Stock)  (such  number in clause  (ii)  being
                    referred  to as  the  "Adjustment  Number").  Following  the
                    payment of the full amount of the Series A Liquidation

<PAGE>

                    Preference  and the  Common  Adjustment  in  respect  of all
                    outstanding   shares  of   Series  A  Junior   Participating
                    Preferred Stock and Common Stock,  respectively,  holders of
                    Series A Junior Participating Preferred Stock and holders of
                    shares of Common  Stock  shall  receive  their  ratable  and
                    proportionate   share  of  the   remaining   assets   to  be
                    distributed in the ratio of the Adjustment  Number to 1 with
                    respect  to such  Series  A Junior  Participating  Preferred
                    Stock and Common Stock, on a per share basis, respectively.

                         (ii)  In the  event  there  are not  sufficient  assets
                    available  to  permit  payment  in  full  of  the  Series  A
                    Liquidation  Preference and the  liquidation  preferences of
                    all other series of Preferred Stock, if any, which rank on a
                    parity  with the  Series A  Junior  Participating  Preferred
                    Stock,  then  such  remaining  assets  shall be  distributed
                    ratably to the holders of such parity  shares in  proportion
                    to their respective  liquidation  preferences.  In the event
                    there are not sufficient  assets available to permit payment
                    in full of the Common Adjustment, then such remaining assets
                    shall be distributed ratably to the holders of Common Stock.

                         (iii) In the  event the  Corporation  shall at any time
                    after  the  Rights  Declaration  Date  declare  or  pay  any
                    dividend on Common Stock  payable in shares of Common Stock,
                    or effect a subdivision or combination or  consolidation  of
                    the outstanding shares of Common Stock (by  reclassification
                    or  otherwise  than by payment  of a  dividend  in shares of
                    Common  Stock) into a greater or lesser  number of shares of
                    Common Stock,  then in each such case the Adjustment  Number
                    in effect  immediately prior to such event shall be adjusted
                    by  multiplying  such  Adjustment  Number by a fraction  the
                    numerator  of which is the number of shares of Common  Stock
                    outstanding immediately after such event and the denominator
                    of which is the  number of shares of Common  Stock that were
                    outstanding immediately prior to such event.

                           (G)        Consolidation, Merger, etc.

                           In  case  the   Corporation   shall  enter  into  any
         consolidation,  merger,  combination or other  transaction in which the
         shares of Common Stock are exchanged for or changed into other stock or
         securities,  cash and/or any other property,  then in any such case the
         shares of Series A Junior  Participating  Preferred  Stock shall at the
         same time be  similarly  exchanged  or  changed  in an amount per share
         (subject to the provision for adjustment  hereinafter  set forth) equal
         to 100 times the aggregate amount of stock, securities, cash and/or any
         other property (payable in kind), as the case may be, into which or for
         which each share of Common Stock is changed or exchanged.  In the event
         the  Corporation  shall at any time after the Rights  Declaration  Date
         declare or pay any dividend on Common Stock payable in shares of Common
         Stock, or effect a subdivision or combination or consolidation of the

<PAGE>

         outstanding  shares of Common Stock (by  reclassification  or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock,  then in each such case the
         amount set forth in the preceding sentence with respect to the exchange
         or change of shares of Series A Junior  Participating  Preferred  Stock
         shall  be  adjusted  by  multiplying  such  amount  by a  fraction  the
         numerator of which is the number of shares of Common Stock  outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common  Stock that are  outstanding  immediately  prior to
         such event.

                           (H)        Redemption

                    The shares of Series A Junior Participating  Preferred Stock
          shall not be redeemable.



                           (I)        Ranking

                           The  Series A Junior  Participating  Preferred  Stock
         shall rank junior to all other  series of the  Corporation's  Preferred
         Stock as to the payment of dividends  and the  distribution  of assets,
         unless the terms of any such series shall provide otherwise.

                           (J)        Fractional Shares

                           Series A Junior Participating  Preferred Stock may be
         issued in  fractions  of a share  which shall  entitle  the holder,  in
         proportion  to such  holder's  fractional  shares,  to exercise  voting
         rights, receive dividends, participate in distributions and to have the
         benefit of all other rights of holders of Series A Junior Participating
         Preferred Stock.

               SEVENTH:  The  following  provisions  are hereby  adopted for the
          purpose  of  defining,  limiting  and  regulating  the  powers  of the
          Corporation and of the directors and stockholders:

                  (1) No contract or other transaction  between this Corporation
         and any other  corporation and no act of this Corporation  shall in any
         way be affected or invalidated by the fact that any of the directors of
         the  Corporation  are  pecuniarily  or otherwise  interested in, or are
         directors  or  officers  of,  such  other  corporation;  any  directors
         individually,  or any firm of which any directors may be a member,  may
         be a party to, or may be  pecuniarily  or otherwise  interested in, any
         contract or  transaction  of this  Corporation,  provided that the fact
         that he or such firm is so interested  shall be disclosed or shall have
         been known to the Board of  Directors  or a majority  thereof,  and any
         director of this  Corporation who is also a director or officer of such
         other corporation or who is so interested may be counted in determining
         the  existence  of a quorum at any meeting of the Board of Directors of
         this   Corporation,   which  shall   authorize  any  such  contract  or
         transaction, with like force and effect as if he were not such director
         or officer of such other corporation or not so interested.
<PAGE>

                  (2) The Board of  Directors  shall  have  power,  from time to
         time, to fix and determine and to vary the amount of working capital of
         the  Corporation,  to determine  whether any and, if any, what part, of
         the surplus of the  Corporation or of the net profits  arising from its
         business  shall be declared in dividends and paid to the  stockholders,
         subject  however,  to the provisions of the Charter,  and to direct and
         determine  the  use  and  disposition  of any of  such  surplus  or net
         profits. The Board of Directors may in its discretion use and apply any
         of such surplus or net profits in  purchasing  or acquiring  any of the
         shares  of the stock of the  Corporation,  or any of its bonds or other
         evidences of  indebtedness,  to such extent and in such manner and upon
         such lawful terms as the Board of Directors shall deem expedient.

                  (3) The  Corporation  reserves the right to make, from time to
         time,  any  amendments  of its Charter  which may now or  hereafter  be
         authorized by law,  including any amendments  changing the terms of any
         class of its stock,  whether  issued or  unissued,  by  classification,
         reclassification,  or otherwise.  Any amendment of the Charter shall be
         valid and effective if such amendment shall have been authorized by the
         affirmative   vote  of  a  majority  of  the  total  number  of  shares
         outstanding and entitled to vote thereon,  except as otherwise required
         by the provisions of Article FOURTH and Article EIGHTH of this Charter.

                  (4) The  Board  of  Directors  shall  have  power  by order or
         regulation  to declare  the whole or any  portion of the  manufacturing
         operations and processes of the Corporation to be secret, in which case
         no stockholder,  director, officer or other person, except under permit
         duly  obtained in the manner  authorized  by the Board,  shall have the
         right or be  permitted to view or inspect the  operations  or processes
         which shall have been  declared to be secret,  or to enter the premises
         where  such  operations  or  processes  shall be  carried  on;  but the
         stockholders by the affirmative vote of a majority in interest of those
         entitled  to vote  may  suspend  the  operation  of any  such  order or
         regulation  and in like  manner may  suspend  the power of the Board to
         make such order or regulation.

                  EIGHTH: (1) For purposes of this Article EIGHTH, any terms not
         defined herein shall have the meanings indicated in Subtitle 6 of Title
         3 of the Maryland  General  Corporation  Law Section  3-601 and Section
         3-603(a)(1), as in effect on January 1, 1984.

                  (2) In  addition  to any vote  otherwise  required  by law,  a
         business combination shall be recommended by the Board of Directors and
         approved by the affirmative vote of at least:

                           (A)  80% of the  votes  entitled  to be  cast  by all
         outstanding shares of voting stock of the Corporation,  voting together
         as a single voting group; and
<PAGE>

                           (B)  two-thirds  of the votes  entitled to be cast by
         holders of voting stock other than voting  stock held by an  interested
         stockholder  who is (or  whose  affiliate  is) a party to the  business
         combination or an affiliate or associate of the interested stockholder,
         voting together as a single group.

                  (3)   Notwithstanding   subsection   (2)  above,   a  business
         combination  may be approved by the  affirmative  vote of two-thirds of
         the votes entitled to be cast by outstanding  shares of voting stock of
         the Corporation if:

               (A) there are one or more  continuing  directors and the business
          combination shall have been approved by a majority of them; or

               (B) (i) the  consideration to be received by stockholders of each
          class of stock of the Corporation shall be in cash or in the same form
          as the interested  stockholder  has previously paid for shares of such
          class of stock; and

                    (ii) the cash, or market value of the  property,  securities
               or  other   consideration   to  be  received  per  share  by  the
               stockholders  of each  class of stock of the  Corporation  in the
               business combination is not less than the higher of:

                    1.  the  highest  per  share  price  paid by the  interested
               stockholder  for the  acquisition  of any shares of such class in
               the two years immediately  preceding the announcement date of the
               business  combination,  with  appropriate  adjustments  for stock
               splits, stock dividends and like contributions; or

                    2. the market value of such shares, on the date the business
               combination is approved by the Board of Directors.

                  (4)  For  the  purposes  of  this  Article  EIGHTH,  the  term
         "continuing  director"  shall mean any member of the Board of Directors
         who is not an affiliate or associate of an interested  stockholder  and
         any  successor  who is elected to succeed a  continuing  director  by a
         majority of the continuing directors.

                  (5) This Article EIGHTH may be amended or repealed only in the
         manner and by the vote required to approve  business  combinations  set
         forth in subsection (2) above.

     3. The amendment to and  restatement  of the charter of the  Corporation as
hereinabove  set forth  has been duly  advised  by the  Board of  Directors  and
approved by the stockholders as required by law.

     4. The total number of shares of stock which the  Corporation had authority
to issue  immediately  prior to this amendment was 210,000,000,  $1.00 par value
per share, of which  200,000,000 were shares of Common Stock and 10,000,000 were
shares of Preferred Stock, having an aggregate par value of $210,000,000.

<PAGE>

     5. The total number of shares of stock which the  Corporation has authority
to issue,  pursuant  to the charter of the  Corporation  as hereby  amended,  is
410,000,000  shares,  $1.00 par value per share, of which 400,000,000 are shares
of  Common  Stock  and  10,000,000  are  shares of  Preferred  Stock,  having an
aggregate  par  value of  $410,000,000.  The  information  required  by  Section
2-607(b)(2)(i)  of the Maryland  General  Corporation Law was not changed by the
amendments  to the charter of the  Corporation  contained  in these  Articles of
Amendment and Restatement.

     6. The current address of the principal office of the Corporation is as set
forth in Article THIRD of the charter of the Corporation as amended and restated
herein.

     7. The name and address of the  Corporation's  current resident agent is as
set forth in Article  THIRD of the  charter of the  Corporation  as amended  and
restated herein.

     8. The Corporation has thirteen  directors  currently in office whose names
are J. H. Biggs, B. A.  Bridgewater,  Jr., B. B. Byron,  W. E. Cornelius,  W. H.
Danforth, K. M. Duberstein,  W. S. Kanaga, J. S. McDonnell III, J. F. McDonnell,
G. A. Schaefer, H. C. Stonecipher, R. L. Thompson and P. R. Vagelos.

         The undersigned Senior Vice President and General Counsel  acknowledges
these  Articles of Amendment  and  Restatement  to be the  corporate  act of the
Corporation  and as to all matters or facts  required to be verified under oath,
the undersigned  Senior Vice President and General Counsel  acknowledges that to
the best of his knowledge,  information and belief,  these matters and facts are
true in all  material  respects  and  that  this  statement  is made  under  the
penalties for perjury.

         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment  and  Restatement  to be signed  in its name and on its  behalf by its
Senior Vice  President  and General  Counsel and attested to by its Secretary on
this 7th day of May, 1996.


ATTEST:                                  MCDONNELL DOUGLAS CORPORATION




/s/Steven N. Frank                      By:/s/F. Mark Kuhlmann     (SEAL)
Steven N. Frank                            F. Mark Kuhlmann
Secretary                                  Senior Vice President
                                           and General Counsel