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                                       1

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE  HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE  THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED  IN WHOLE OR IN PART FOR NOTES IN  CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH  NOMINEE  TO  A  SUCCESSOR  DEPOSITORY  OR  A  NOMINEE  OF  SUCH  SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO MCDONNELL  DOUGLAS  CORPORATION  OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED) BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED) BY AN
AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
                      
CUSIP NO. 580169 AP 5                                              $250,000,000

                          McDonnell Douglas Corporation

                        6 7/8% Note due November 1, 2006

         McDonnell  Douglas  Corporation,  a Maryland  corporation  (hereinafter
called the "Company",  which term includes any successor  corporation  under the
Indenture  herein  referred to), for value  received,  hereby promises to pay to
CEDE & CO., or  registered  assigns,  the  principal  sum of Two  Hundred  Fifty
Million Dollars  ($250,000,000)  on November 1, 2006 and to pay interest thereon
from November 5, 1996, or from the most recent date in respect of which interest
has been paid or duly  provided  for,  semiannually  on May 1 and November 1, in
each year (each an "Interest Payment Date"),  commencing May 1, 1997 at the rate
of 6 7/8% per annum,  until the principal  hereof is paid or duly made available
for payment. The interest so payable and punctually paid or duly provided for on
any Interest  Payment Date will, as provided in such  Indenture,  be paid to the
Person  in whose  name  this  Note (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which  shall be the April 15 or October 15 (whether or not a Business
Day) next  preceding  such  Interest  Payment Date.  Any such interest  which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date,  shall  forthwith  cease to be  payable to the  registered  Holder on such
Regular  Record Date,  and may be paid to the Person in whose name this Note (or
one or more Predecessor  Securities) is registered at the close of business on a
Special  Record Date for the payment of such  Defaulted  Interest to be fixed by
the Trustee,  notice  whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special  Record  Date,  or may be paid at any time in
any other lawful manner, as more fully provided in such Indenture.

         Payment of the  principal of and the interest on this Note will be made
at the  office or agency  of the  Company  maintained  for that  purpose  in the
Borough of  Manhattan,  The City of New York,  in such coin or  currency  of the
United  States of America as at the time of payment is legal  tender for payment
of public and private debts; provided,  however, that payment of interest may be
made at the option of the  Company by check  mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.

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                                     2

         This Note is one of the  series of 6 7/8%  Notes due  November  1, 2006
(the "Notes").  Reference is hereby made to the further  provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  herein has been executed by
The  Bank of New  York,  the  Trustee  under  the  Indenture,  or its  successor
thereunder, by the manual signature of one of its authorized officers, this Note
shall  not be  entitled  to any  benefits  under the  Indenture,  or be valid or
obligatory for any purpose.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Date:

CERTIFICATE OF AUTHENTICATION                  McDONNELL DOUGLAS CORPORATION
This is one of the Securities of
the series designated therein
referred to in the within-mentioned
Indenture

The Bank of New York, as Trustee               By: __________________________
                                                          Treasurer

By:______________________________              Attest: _______________________
       Authorized Officer                                 Secretary




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                                     3

                          McDonnell Douglas Corporation

                        6 7/8% Note due November 1, 2006

         This  Note  is one of a duly  authorized  issue  of  Securities  of the
Company,  issued and to be issued under an  Indenture,  dated as of September 1,
1985, as amended  (herein called the  "Indenture"),  between the Company and The
Bank of New York (as successor to Citibank,  N.A.),  Trustee  (herein called the
"Trustee",  which term includes any successor  trustee under the Indenture),  to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company,  the Trustee
and the Holders of the Securities,  and the terms upon which the Securities are,
and are to be, authenticated and delivered.

         The  Notes  are not  subject  to  redemption  by the  Company  prior to
maturity.

         If an Event of Default (as defined in the  Indenture)  with  respect to
the Notes shall occur and be  continuing,  the principal of all the Notes may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent  of  the  Holders  of 66  2/3%  in  aggregate  principal  amount  of the
Securities at the time Outstanding,  as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions  permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time  Outstanding,  on behalf of the Holders of all  Securities of
each series,  to waive compliance by the Company with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such consent or waiver by the Holders of this Note shall be  conclusive  and
binding  upon such  Holder and upon all  future  Holders of this Note and of any
Note issued upon the  registration of transfer hereof or in exchange  herefor or
in lieu hereof  whether or not  notation of such  consent or waiver is made upon
this Note.

         No reference  herein to the  Indenture and no provision of this Note or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and  unconditional,  to pay the principal of and interest on this Note,
at the time, place, and rate, and in the coin or currency, herein prescribed.

         As provided in the  Indenture  and subject to certain  limitations  set
forth  therein  and on the  face  hereof,  the  transfer  of  this  Note  may be
registered on the Security Register of the Company,  upon surrender of this Note
for  registration  of  transfer  at the  office or agency of the  Company in the
Borough of Manhattan,  The City of New York, duly endorsed by, or accompanied by
a written  instrument  of transfer  in form  satisfactory  to the  Company  duly
executed by, the Holder  hereof or by his attorney  duly  authorized in writing,
and thereupon one or more new Notes,  of  authorized  denominations  and for the
same aggregate principal amount, will be issued to the designated  transferee or
transferees.


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                                       4

         The Notes are  issuable  only in  registered  form  without  coupons in
denominations  of $1,000 and  integral  multiples  thereof.  As  provided in the
Indenture and subject to certain  limitations  set forth therein and on the face
hereof,  the Notes are  exchangeable  for a like aggregate  principal  amount of
Notes in authorized  denominations  as requested by the Holder  surrendering the
same. If (x) any  Depository  is at any time  unwilling or unable to continue as
Depository and a successor  depository is not appointed by the Company within 60
days,  (y) the Company  executes and delivers to the Trustee a Company  Order to
the effect that this Note shall be  exchangeable  or (z) an Event of Default has
occurred  and is  continuing  with  respect  to the  Notes,  this Note  shall be
exchangeable  for  Notes  in  definitive  form of  like  tenor  and of an  equal
aggregate  principal amount,  in denominations of $1,000 and integral  multiples
thereof.  Such definitive Notes shall be registered in such name or names as the
Depository shall instruct the Trustee. If definitive Notes are so delivered, the
Company  may make  such  changes  to the form of this Note as are  necessary  or
appropriate to allow for the issuance of such definitive Notes.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be overdue,  and neither  the  Company,  the
Trustee nor any such agent shall be affected by Notice to the contrary.

         No  recourse  shall be had for the  payment  of the  principal  of (and
premium if any) or the interest on this Note, or for any claim based hereon,  or
otherwise in respect  hereof,  or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator,  shareholder,  officer
or  director,  as such,  past,  present  or  future,  of the  Company  or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the  enforcement of any assessment or penalty or otherwise,  all such
liability being, by the acceptance  hereof and as part of the  consideration for
the issue hereof, expressly waived and released.

         All terms used in this Note which are  defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.