<PAGE> 1                                                Exhibit 10(e)

                                    
                     MCDONNELL DOUGLAS CORPORATION
                       PERFORMANCE SHARING PLAN
                                    
                         As Amended and Restated
                          as of 5 March 1996
                                PLAN TEXT

I.     Plan Purpose

     The Performance Sharing Plan (PSP) of McDonnell Douglas Corporation
is intended to provide incentives and financial rewards to the employees
of the Company for their contribution to improving the profitability of
the Company.

II.     Eligibility and Participation

     Any person who is a free enterprise personnel (FEP) employee of the
Company and who is selected by the Committee, in its sole discretion, may
participate.

     Part-year Participants shall be eligible for awards calculated pro
rata to the number of days employed during the Compensation Year.

III.     Individual Target Awards

     Individual PSP Target Awards shall be established by the Committee
for eligible employees. Target Awards will be paid for the achievement of
expected performance as defined by the Committee, in its sole discretion.

     For Participants with a change in compensation during the
Compensation Year, the Individual Target Award shall be prorated
according to the Individual Target Awards applicable during the Year.

IV.     Target Award Pools

     Target PSP Award Pools shall be calculated for each of the Company's
Groups equal to the sum of all Individual Target Awards.

V.     Award Pools

     Separate PSP Award Pools shall be calculated by the Committee for
each Group based on Return on Net Assets, Cash Flow and TQMS Improvement
as the Committee shall determine, in its sole discretion.

VI.     Allocation of the Pools

     Eligible employees shall receive a share of their Group's Award Pool
which bears the same relationship as their Individual Target Award does
to their Group's Target Award Pool, adjusted upward or downward to
reflect unit, sub-unit and individual performance.







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VII.     Payments

     The distribution of Plan Compensation shall be made in cash by the
end of March following the Compensation Year.  The Committee shall direct
that Plan Compensation that would not be deductible because of the
compensation cap of Internal Revenue Code Section 162(m), or any
successor provision, shall not be paid, but instead shall be deferred to
future calendar years under such terms and conditions as the Committee
shall determine.

VIII.     Entitlements

     General Rule:  To receive compensation from this Plan, the
Participant must be an employee of the Company at the time of payment of
Plan Compensation as determined by the Committee, in its sole discretion.
Exceptions to this rule shall be made in the cases of death, Retirement,
Layoff, and Disability as described in this Section. The Committee may
also, in its sole discretion, permit other exceptions to this rule.

     Death, Retirement, Layoff and Disability.  If a Participant dies,
retires, is laid off, or becomes disabled during the Compensation Year,
the amount earned shall be prorated and payment made by the end of March
following the Compensation Year. If death, retirement, layoff or
disability occurs after the close of a Compensation Year, but before
payment is made, such event shall not affect calculations.

IX.     Administration

     The Committee is authorized and empowered to administer the Plan;
interpret the Plan; prescribe, amend and rescind rules relating to the
Plan; and determine the rights and obligations of Participants under the
Plan. The Committee may delegate certain of these activities, and all
other matters as it solely determines. All decisions of the Committee
shall be final and binding upon all parties including the Company, its
shareholders, and its participants.

X.     Miscellaneous

     No Contract or Guarantee of Continued Employment.  Eligibility to
participate in the Plan is not a guarantee of continued employment. The
Plan does not constitute a contract of employment and the Company
specifically reserves the right to terminate a Participant's employment
at any time with or without cause and with or without notice or assigning
a reason.

     No Guarantee of Plan Compensation.  Eligibility to participate in
this Plan does not guarantee the payment of Plan Compensation.
Participants who have accrued rights to Plan Compensation shall be
general creditors of the Company and shall not have any interest in the
income or assets of the Company.







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     Assignments and Transfers.  With the exception of transfer by
beneficiary designation, will or by the laws of descent and distribution,
rights under the Plan may not be transferred or assigned.

     Withholding Tax.  The Company will deduct from all cash payments due
a Participant, taxes required by law to be withheld with respect to such
payments.

XI.     Definitions

     Except as otherwise specified or as the context may otherwise
require, the following terms have the meanings indicated below for the
purposes of this Plan:

     Board means the Board of Directors of McDonnell Douglas Corporation.

     Committee means the Management Compensation and Succession Committee
of the Board or any such other Committee to which the Board has delegated
the responsibility for administering the Plan.

     Cash Flow means pretax profits less the change in net assets (year-
end minus beginning) after adjustments for unusual accounting items, as
determined by the Committee, in its sole discretion.

     Company means McDonnell Douglas Corporation (MDC) and its
Subsidiaries and Joint Ventures.

     Compensation Year or Year means the fiscal year of the Company.

     Disability means disability according to the terms of the Salaried
Long-Term Disability Insurance MDC-East Plan, the Salaried Long-Term
Insurance MDC-West Plan or the Long Term Disability Insurance Plan for
Salaried Employees, (MDHC) as may from time to time be applicable with
respect to the particular Participant.

     Group means each of McDonnell Douglas Aerospace (MDA), Douglas
Aircraft Company (DAC), Military Transport Aircraft or Corporate Office.

     Joint Venture means any partnership designated by the Committee
where the Company maintains 50% or more of the voting securities of the
venture or any such lesser percentage as the Committee may determine, in
its sole discretion.

     Layoff means a termination which is not for cause but rather is due
to a permanent or indefinite reduction in the work force, including, but
not limited to, the elimination of a Participant's position as a result
of a facility closure, discontinuance or relocation of operations,
acquisition, reorganization or sale (including the sale by the Company of
a business unit, division, product line or functionally related group of
assets.)






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     Net Assets means average net assets after adjustments for unusual
accounting items, as determined by the Committee, in its sole discretion.

     Operating Income means earnings before interest, taxes and certain
corporate items, and after adjustments for unusual accounting items, as
determined by the Committee, in its sole discretion.

     Participant means an eligible Company employee selected for plan
participation in accordance with the procedures set forth in Section III.

     Plan means the Performance Sharing Plan (PSP) as set forth herein.

     Plan Compensation means the amounts earned for the year as a
consequence of the Plan.

     Retirement means retirement according to the terms of the Employee
Retirement Income Plan of McDonnell Douglas Corporation -- Salaried Plan
or Defined Contribution Plan, as may be modified from time to time.

     Return on Net Assets (RONA) means Operating Income divided by Net
Assets.

     Subsidiary means any corporation designated by the Committee in
which the Company owns an equity interest.

     TQMS Improvement means betterment of the Group TQMS-IE scores as
measured through the Malcolm Baldrige National Quality Award criteria.

XII.     Governing Law

     The Plan shall be construed, administered and governed in all
respects under and by the applicable internal laws of the State of
Missouri, without giving effect to the principles of conflicts of law
thereof.

XIII.     Plan Amendment and Termination

     The Company may, in its sole and absolute discretion, amend, suspend
or terminate the Plan at any time, with or without advance notice to
Participants.

XIV.     Effective Date of the Plan

     This Plan shall be effective as of January 1, 1993.