<PAGE> 1                                                    Exhibit 10(d)
                                                                           
                       MCDONNELL DOUGLAS CORPORATION
                 SENIOR EXECUTIVE PERFORMANCE SHARING PLAN


I.     Plan Purpose

     The McDonnell Douglas Corporation Senior Executive Performance Sharing
Plan is intended to provide an annual incentive whereby a significant
portion of the selected executive's compensation is based on his or her
efforts in achieving specified performance objectives established for a
given Year.  The Plan is designed to attract, motivate and retain key
executives on a competitive basis in which total cash compensation levels
are closely linked with accomplishment of the Company's financial and
strategic objectives.

II.     Eligibility and Participation

     Within the first 90 days of each Year, the Committee shall identify,
in writing, the key employees who will participate in the Plan for such
Year.  Additions to the Plan during a Year shall be made only in the event
of an unusual circumstance, such as a new hire or promotion.

III.     Individual Maximum Target Awards

     Individual maximum target awards shall be established by the Committee
for eligible employees.  Target awards will be paid only upon the
achievement of specific performance goals established by the Committee, in
writing, within the first 90 days of each Year (or, in the case of a new
hire or promoted individual added to the Plan during a Year, before 25% of
such individual's service for the Company for the performance period
established for the individual has elapsed).  Such performance goals will
be based on one or more of the following performance-based criteria:
return on assets, return on equity, return on capital, return on revenues,
cash flow, additions to firm backlog as set forth each year in MDC's Annual
Report to Shareholders, book value, McDonnell Douglas Corporation stock
price performance, earnings per share of McDonnell Douglas Corporation
stock, price earnings ratio, or total quality management score calculated
generally in accordance with criteria and scoring procedures specified by
the Malcolm Baldrige Foundation.  Each of these performance criteria are to
be specifically defined by the Committee on a Company-specific basis,
business-unit basis or in comparison with peer group performance, and may
include or exclude specified items of an unusual or nonrecurring nature.

IV.     Discretion to Decrease Award

     The Committee, in its discretion, may cancel or decrease an earned
target award, but may not under any circumstances increase such award.


V.     Maximum Award

     Notwithstanding any other provision of this Plan, the maximum target
award a Participant may earn and receive in a Year is $3,000,000.  The
Committee may, in its discretion, decrease this maximum, but may not, under
any circumstances, increase this maximum.



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VI.     Payments

     Before any payments are made under the Plan, the Committee must
certify in writing that the performance goals justifying the payment of
Plan Compensation have been met.  The distribution of Plan Compensation
shall be made in cash by the end of March following the Year.

VII.     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 Year, the amount
earned shall be prorated and payment made by the end of March following the
Year.  If death, retirement, layoff or disability occurs after the close of
a Year, but before payment is made, such event shall not affect
calculations.

VIII.     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.

IX.     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.

     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.



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X.     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.

     Code means the Internal Revenue Code of 1986, as amended.

     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.  The Committee shall consist
of three or more members of the Board who are "outside directors" as
defined in Code Section 162(m) and the regulations thereunder.

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

     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.

     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).

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

     Plan means the McDonnell Douglas Corporation Senior Executive
Performance Sharing Plan 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,
as may be modified from time to time.

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




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XI.     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.

XII.     Plan Amendment and Termination

     The Committee may, in its sole and absolute discretion, amend, suspend
or terminate the Plan at any time, with or without advance notice to
Participants.  Notwithstanding the foregoing, no amendment to the Plan
shall be effective which would increase the maximum award payable under
Section V, which would change the specified performance objectives for
payment of awards under Section III, or which would modify the requirements
as to eligibility for participation under Section II unless the
stockholders of McDonnell Douglas Corporation shall have first approved
such change.  Under no circumstances may the Plan be amended to permit the
Committee to increase the amount of the target award in contravention of
the requirements of Section IV.

XIII.     Effective Date of the Plan

     This Plan shall be effective on the date it is approved by the
shareholders of the Company which must occur within one year after approval
by the Board.  Any grant of Plan Compensation prior to the approval by the
shareholders of the Company shall be void if such approval is not obtained.