<PAGE>                        FORM 10-K
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
(Mark one)

  X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 ===   EXCHANGE ACT OF 1934   [FEE REQUIRED]

      For the fiscal year ended:         December 31, 1995
                                --------------------------------------
                                    or
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934   [NO FEE REQUIRED]

      For the transition period from                  to
                                    ------------------  --------------
                    Commission file number 1-3685

                    MCDONNELL DOUGLAS CORPORATION
----------------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)
                                     
       Maryland                                 43-0400674
-----------------------------      -----------------------------------
(State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
Incorporation or Organization)

Post Office Box 516, St. Louis, MO.                63166-0516
----------------------------------              ----------------
(Address of Principal Executive Offices)           (Zip Code)

                             314-232-0232
          --------------------------------------------------
          (Registrant's Telephone Number, Including Area Code)

     Securities registered pursuant to Section 12(b) of the Act:

                                          Name of Each Exchange
       Title of Each Class                 On Which Registered
----------------------------------------------------------------------
Common Stock, par value $1 per share  New York & Pacific Stock Exchanges
Preferred Stock Purchase Rights       New York & Pacific Stock Exchanges
8 5/8% Notes due April 1, 1997        New York Stock Exchange
8 1/4% Notes due July 1, 2000         New York Stock Exchange
9 1/4% Notes due April 1, 2002        New York Stock Exchange
9 3/4% Debentures due April 1, 2012   New York Stock Exchange

     Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant:  (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X    No
                        ---       ---




<PAGE>

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.     X
                                                      ---
State the aggregate market value of the voting stock held  by  non-
affiliates of the registrant.  The aggregate market value  shall  be
computed by reference to the price at which the stock was sold or the
average bid and asked prices of such stock, as of a specified  date
within 60 days prior to the date of filing.

Aggregate market value of common stock held by non-affiliates of MDC
at February 29, 1996:  $8.583 billion.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date:
Common shares outstanding at February 29, 1996:  110,952,425 shares

                 DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 1995 Annual Report to Shareholders are incorporated
by  reference into Parts I, II and  IV.   Portions of the  proxy
statement  for the annual meeting to be held on April  26,  1996  are
incorporated by reference into Part III.

                      Exhibit Index on Page 13

                                                          10-K Page 2
                                  PART I
ITEM 1.  BUSINESS

GENERAL

     The Company was incorporated in Maryland in 1939 under the name
McDonnell Aircraft Corporation.  On April 19, 1967, the shareholders
approved the merger with Douglas Aircraft Company and the name of the
corporation was changed to McDonnell Douglas Corporation (the Company
or McDonnell Douglas).

     The Company, its divisions and its subsidiaries operate
principally in four industry segments:  military aircraft; missiles,
space, and electronic systems; commercial aircraft; and financial
services and other.  Operations in the first two industry segments
are conducted primarily by McDonnell Douglas Aerospace and by
Military Transport Aircraft, unincorporated operating divisions of
the Company, which are engaged in design, development, production,
and support of the following major products:  military transport
aircraft; combat aircraft and training systems; commercial and
military helicopters and ordnance; missiles; space launch vehicles
and space station systems; and defense and commercial electronics,
lasers, sensors, and command, control, communications, and
intelligence systems.  Operations in the commercial aircraft segment
are conducted by Douglas Aircraft Company (DAC), an unincorporated
operating division of the Company, which designs, develops, produces,
and sells commercial transport aircraft and related spare parts.
Through its McDonnell Douglas Financial Services


<PAGE>

Corporation (MDFS) subsidiary, the Company is engaged in aircraft
financing and commercial equipment leasing.  The Company's
subsidiary, McDonnell Douglas Realty Company, was established in 1972
to develop the Company's surplus real estate.  While continuing to
serve that role, McDonnell Douglas Realty Company has become a full-
service developer and property manager in the commercial real estate
market as well as for the Company's aerospace business.

     Since 1988, the Company's information systems business has been
divested.  In 1991, McDonnell Douglas sold substantially all of the
assets of McDonnell Douglas Systems Integration Company and certain
related assets of McDonnell Douglas Information Systems International
(MDISI).  In 1992, the Company sold all the outstanding stock of
TeleCheck Services, Inc.  and in 1993, sold its remaining MDISI business.

     The business segments in which the Company is engaged and
discussion of certain of their respective products appear under the
caption:  "Military Aircraft, Missiles, Space, and Electronic
Systems" and "Commercial Aircraft" on the Pullout Section appearing
after page 20, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 22 through 29 and "Selected
Financial Data by Industry Segment" on page 30 of the Company's 1995
Annual Report to Shareholders, the text portions of which are
incorporated herein by this reference.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

     Financial information regarding the Company's industry segments
is provided under the caption "Selected Financial Data by Industry
Segment" on page 30 of the Company's 1995 Annual Report to
Shareholders, which is incorporated herein by this reference.

                                                         10-K Page 3
MARKETING AND MAJOR CUSTOMER - MCDONNELL DOUGLAS AEROSPACE

     Discussion regarding the Company's most significant customer in
the military aircraft and missiles, space, and electronic systems
segments is included under the captions "Business and Market
Considerations - Military Aerospace Business" and "Government
Business Audits, Reviews, and Investigations" on pages 27 through 29
in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's 1995 Annual Report to
Shareholders, which are incorporated herein by this reference.

COMPETITION

     Programs and products comprising most of the Company's business
volume are of a highly technical nature, comparatively few in number,
high in unit cost, and have traditionally enjoyed relatively long
production lives.  There is significant price and product competition
in the aerospace industry, both in military and commercial programs.

     The Company's military segments compete in an industry composed
of a few major competitors and a limited number of customers.  The
number of competitors in these segments has decreased over the past
few years due to consolidation brought about by reduced defense
spending.  However, competition for military programs remains significant.

<PAGE>

     The Company's commercial aircraft sales are subject to intense
competition from aircraft manufactured by other companies, both
foreign and domestic, including companies which are nationally owned
or subsidized and have a larger family of commercial aircraft to meet
varied and changing airline requirements.  The Company's principal
competitors in commercial aircraft are The Boeing Company and Airbus
Industrie.  To meet competition, the Company maintains a continuous
program directed toward enhancing the performance and capability of
its products.  Additionally, product improvement programs which
increase airplane operational capability, improve reliability,
enhance maintainability, and increase commonality within current
airplane families and across the entire product line will continue.
The Company's strategy includes analyzing potential derivatives of
the current product line, and developing those derivatives that are
economically appropriate.

     MDFS is subject to competition from other financial
institutions, including commercial banks, finance companies, and
leasing companies.  Some full-service leasing companies are larger
than MDFS and have greater financial resources, greater leverage
ability, and lower effective borrowing costs.


SUBCONTRACTING, PROCUREMENT AND RAW MATERIALS

     The most important raw materials required for the Company's
aerospace products, from the standpoint of aggregate cost, are
aluminum (sheet, plate, forgings, and extrusions), titanium (sheet,
plate, forgings, and extrusions) and composites (including carbon and
boron).  All of these materials are purchased from outside sources
and generally are available at competitive prices.  Additional
sources and capacity exist for these raw materials, but it would take
a year or more before they could become qualified alternate sources
of supply.

     The Company purchases many components, such as engines and
accessories, electrical power systems, radars, landing gears, fuel
systems, refrigeration systems, navigational equipment, and flight
and engine instruments for use in aircraft, and propulsion systems,
guidance systems, telemetry and gyroscopic devices in support of its
space systems and missile programs.  In addition, fabricated
subassemblies such as engine pods and pylons, fuselage sections,
wings and empennage surfaces, doors


                                                       10-K Page 4


and flaps, are sometimes subcontracted to outside suppliers.  The
U.S. Government and commercial customers also furnish certain
components for incorporation into aircraft and other products they
purchase from the Company.






<PAGE>

     The Company is dependent upon the ability of its large number of
suppliers and subcontractors to meet performance specifications,
quality standards, and delivery schedules at anticipated costs, and
their failure to do so would adversely affect production schedules
and contract profitability, while jeopardizing the ability of the
Company to fulfill commitments to its customers.  The Company has
encountered some difficulty from time to time in assuring long-lead
time supplies of essential parts, subassemblies, and materials.  The
Company's success in forestalling shortages of critical commodities
over the long term is difficult to predict because many factors
affecting such shortages are outside its control.

EMPLOYEES

     At December 31, 1995, the total employment of the Company,
including subsidiaries, was 63,612.


PATENTS AND LICENSES

     The Company holds many patents and has licenses under patents
held by others.  The Company does not believe that the
expiration of any patent or group of patents, nor the termination of
any patent license agreement, would materially affect its business.
The Company does not believe that any of its patents or trademarks
are materially important to the conduct of its business.

ENVIRONMENTAL REGULATIONS

     See "Environmental Expenditures" on page 29 in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 1995 Annual Report to Shareholders,
which is incorporated herein by this reference.

RESEARCH AND DEVELOPMENT

     A significant portion of the Company's business with the U.S.
Government consists of research, development, test, and evaluation
work, which are reflected as sales and costs in the Company's
financial statements.  Customer-sponsored research and development
work amounted to approximately $1.227 billion in 1995, $1.393 billion
in 1994, and $1.126 billion in 1993.  Company-sponsored research and
development and bid and proposal work, related to both commercial
business and business with the U.S. Government, amounted to $311
million in 1995, $297 million in 1994, and $341 million in 1993.

U.S. GOVERNMENT AND EXPORT SALES

     Although there are additional risks to the Company attendant to
its non-U.S. operations and transactions, such as currency
fluctuations and devaluations, the risk of war, changes in foreign
governments and their policies, differences in foreign laws,
uncertainties as to enforcement of contract rights, and difficulties
in negotiating and litigating with foreign sovereigns, the Company's
operations and financial position have not been materially adversely
affected by these additional risks in its non-U.S. operations and
transactions.

<PAGE>                                                    10-K Page 5

     Since most of the Company's foreign export sales involve
technologically advanced products, services and expertise, U.S.
export control regulations limit the types of products and services
that may be offered and the countries and governments to which sales
may be made.  The Department of State issues and maintains the
International Traffic in Arms Regulations pursuant to the Arms Export
Control Act.  The Department of Commerce issues and maintains the
Export Administration Regulations pursuant to the Export
Administration Act and the Department of Treasury implements and
maintains transaction controls, sanctions, and trade embargoes
pursuant to the Trading With the Enemy Act and the International
Emergency Economic Powers Act.  Pursuant to these regulations,
certain products and services cannot be exported without obtaining a
license.  Most of the military products that the Company sells abroad
cannot be sold without such a license.  Consequently, the Company's
international sales may be adversely affected by changes in the
United States Government's export policy, the implementation of trade
sanctions or embargoes, or the suspension or revocation of the
Company's foreign export control licenses.

     Additional information required by this item is included in Note
18, "U.S. Government and Export Sales" on page 49 of the Company's
1995 Annual Report to Shareholders, which is incorporated herein by
this reference.

BACKLOG

     The Company's backlog of orders at December 31 follows:

                                    1995               1994
                             Backlog     %      Backlog      %
                             --------  -----    -------    -----
                                    (Dollars in millions)
Firm backlog:
  Military aircraft          $10,121    51.5     $ 8,340     47.6
  Commercial aircraft          7,175    36.5       7,544     43.1
  Missiles, space, and
     electronic systems        2,344    12.0       1,619      9.3
                            --------   -----    --------    -----
   Total Firm Backlog        $19,640   100.0     $17,503    100.0
                            ========   =====    ========    =====

Contingent backlog:
  Military aircraft          $ 6,298    72.3     $ 8,597     73.3
  Commercial aircraft          1,669    19.1       2,234     19.0
  Missiles, space, and
     electronic systems          746     8.6         898      7.7
                            --------   -----    --------    -----
   Total Contingent Backlog  $ 8,713   100.0     $11,729    100.0
                            ========   =====    ========    =====

     Backlog reported is that of the aerospace segments.  Customer
options and products produced for short-term lease are excluded from
backlog.  For a discussion of risks associated with backlog for
commercial customers, see "Backlog" on page 29 in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 1995 Annual Report to Shareholders,
which is incorporated herein by this reference.
<PAGE>

     Contingent backlog includes: (a) U.S. and other government
orders not yet funded; (b) U.S. and other government orders being
negotiated as continuations of authorized programs; and (c) unearned
price escalation on firm commercial aircraft orders.


                                                         10-K Page 6


     The backlog amounts include units scheduled for delivery over
extended future periods.  Since substantially all work for the U.S.
and other governments is accounted for on the percentage of
completion method of accounting whereby sales are recorded as work is
performed, such amounts included in backlog cannot be segregated on
the basis of scheduled deliveries.  However, with respect to
commercial jetliners and related products included in the commercial
segment (which are accounted for on a delivery method), the firm
backlog related to deliveries scheduled after one year was $5.2
billion at December 31, 1995, and $4.8 billion at December 31, 1994.

     The Government may terminate its contracts for default, or for
its convenience whenever it believes that such termination would be
in the best interest of the Government.  For a further discussion of
termination for default, termination for convenience, and other
government contracting risks, see "Business and Market Considerations
- Military Aerospace Business" on page 27 in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the
Company's 1995 Annual Report to Shareholders, which is incorporated
herein by this reference.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company at March 6, 1996, were as
follows:

EXECUTIVE               AGE      POSITIONS AND OFFICES HELD
----------              ---       ---------------------------
William M. Austin       49    McDonnell Douglas Aerospace (MDA) Vice
                              President/General Manager - Business
                              Management since July 1993.  MDC Vice
                              President - Treasurer 1991-1993.

Edward C. Bavaria       63    DAC Deputy President since May 1995.
                              Self-employed consultant 1993-1995
                              (subsequent to retirement from General
                              Electric Company).  Vice President and
                              General Manager - General Electric
                              Company 1983-1993.

Donald V. Black         54    DAC Senior Vice President - Marketing
                              and Airline Financing since February
                              1996.  DAC Vice President/General
                              Manager - Airline Financing Group
                              1994-1995.  MDFC Executive Vice
                              President 1989-1994.
 
 
 
<PAGE>

Dean C. Borgman         54    McDonnell Douglas Helicopter Systems
                              Senior Vice President - General Manager
                              since September 1993 and McDonnell
                              Douglas Helicopter Company (MDHC)
                              President since March 1992.  MDHC Vice
                              President - Commercial Programs 1992.
                              MDHC General Manager MDX Program
                              1990-1992.


Robert L. Brand         58    MDC Vice President and Controller since
                              September 1992.  McDonnell Douglas
                              Missile Systems Company (MDMSC) Vice
                              President-Business Management and Chief
                              Financial Officer 1992.  MDC Controller
                              1987-1992.
 
 
Laurie A. Broedling     50    MDC Senior Vice President - Human
                              Resources and Quality since May 1995.
                              MDC Vice President - Human Resources
                              1995.  Associate Administrator for
                              Continual Improvement of National
                              Aeronautics and Space Administration
                              1992-1995.  Deputy Under Secretary of
                              Defense -Total Quality Management
                              1990-1992.


                                                         10-K Page 7


John P. Capellupo*      61    MDA President since December 1994.  MDC
                              Executive Vice President 1992-1994.
                              McDonnell Aircraft Company (MCAIR)
                              President 1991-1992.  DAC Deputy
                              President 1990-1991.

Michael J. Cave         35    DAC Vice President/General Manager -
                              Business Operations and Chief Financial
                              Officer since November 1995.  MDA Vice
                              President/General Manager - Business
                              Management - C-17 Program 1995.  MDA
                              Vice President - Business Management
                              1994-1995.  MDA General Manager -
                              Business Program 1993-1994.  MDA
                              General Manager - Contracts and Pricing
                              1991-1993.
 
Stanley Ebner           62    MDC Senior Vice President - Washington
                              Operations since December 1994.  Self-
                              employed attorney, consultant, and
                              writer 1990-1994.


* Retiring, effective March 31, 1996.


<PAGE>

George G. Field         57    DAC Senior Vice President - Product
                              Support since January 1996.  MDA Vice
                              President/General Manager - Integrated
                              Product Definition and C-17 Deputy
                              Program Manager 1994-1996.  MDA Vice
                              President/General Manager - C-17
                              Engineering and Test 1993-1994.  MDA
                              Vice President/General Manager -
                              Government Programs - Product
                              Development and Technology 1993-1994.
                              DAC Vice President MD-12 Design and
                              Technology 1992-1993.  DAC Vice
                              President - MD-11 1990-1992.

Patrick J. Finneran Jr. 50    MDA Vice President/General Manager -
                              Production Aircraft Programs since
                              January 1995.  MDA Vice President/
                              General Manager AV-8B 1992-1994.  MCAIR
                              General Manager AV-8B 1992.  MCAIR
                              Deputy General Manager
                              AV-8B 1990-1992.

Steven N. Frank         47    MDC Vice President, Associate General
                              Counsel and Secretary since April 1994.
                              MDC Vice President, Associate General
                              Counsel and Assistant Secretary 1992-
                              1994.  Partner of Peper, Martin,
                              Jensen, Maichel & Hetlage 1988-1992.

Thomas M. Gunn          52    MDC Senior Vice President - Business
                              Development since May 1995.  MDC Vice
                              President/General Manager, Strategic
                              Business and International Development
                              1994.  MDC Vice President, Strategic
                              Business Development 1993.  MDC Vice
                              President, Special Projects 1992.  MDHC
                              President 1990-1992.

Frederick W. Hill       46    MDC Senior Vice President -
                              Communications and Community Relations
                              since May 1995.  Vice President -
                              Public Affairs, Westinghouse Electric
                              Corporation 1993 - 1995.  Executive
                              Director - Government Affairs,
                              Westinghouse Electric Corporation
                              1990-1993.

Robert H. Hood Jr.      63    DAC President since January 1989.


Leonard F. Impellizzeri 57    MDA Vice President/General Manager -
                              Production Operations and General
                              Services since August 1995.  MDA Vice
                              President/General Manager - F/A-18
                              A/B/C/D 1992 - 1995.  DAC Vice
                              President, Deputy General Manager -
                              C-17 Program 1990-1992.

<PAGE>                                                10-K Page 8


Donald R. Kozlowski     58    Military Transport Aircraft Senior Vice
                              President - C-17 Program Manager since
                              December 1993.  MDC Vice
                              President/General Manager-High Speed
                              Civil Transport 1992-1993.  MCAIR Vice
                              President/General Manager - F/A-18 1991-
                              1992.  MCAIR Vice President/ General
                              Manager 1988-1991.

Roger A. Krone          39    MDC Vice President - Treasurer since
                              September 1995.  MDA Division Director
                              - Information Systems 1994-1995.  MDC
                              Director - Financial Planning 1992 -
                              1994.  Program Manager - F-16 Israeli
                              Programs, General Dynamics Corporation
                              1991-1992.

F. Mark Kuhlmann        47    MDC Senior Vice President and General
                              Counsel since March 1996.  MDC Senior
                              Vice President - Administration and
                              General Counsel 1994-1996.  MDC Senior
                              Vice President - Administration,
                              General Counsel and Secretary 1992-
                              1994.  MDC Vice President, General
                              Counsel and Secretary 1991-1992.
                              McDonnell Douglas Systems Integration
                              President 1989-1991.


Herbert J. Lanese       50    MDA President since March 1996.  MDA
                              Deputy President 1995-1996.  MDC
                              Executive Vice President and Chief
                              Financial Officer 1992-1995.  MDC
                              Senior Vice President - Finance
                              1989-1992.


John F. McDonnell       57    MDC Chairman of the Board since
                              September 1994.  MDC Chairman and Chief
                              Executive Officer 1988-1994.


Thomas J. Motherway     53    McDonnell Douglas Finance Corporation
                              and McDonnell Douglas Realty Company
                              President since January 1995.
                              McDonnell Douglas Realty Company
                              President 1991-1994.  McDonnell
                              Douglas Realty Company Assistant to
                              President 1991.
 
 
Willard P. Olson        56    MDA Senior Vice President - Space and
                              Defense Systems since January 1995.
                              MDA Vice President/General Manager  -
                              Space and Defense Systems 1994-1995.
                              MDA Vice President/General Manager -
                              Huntsville 1990-1994.
<PAGE>


Walter J. Orlowski      52    DAC Senior Vice President - MD-11,
                              MD-80 and MD-90 Programs since January
                              1996.  DAC Vice President/General
                              Manager - Marketing and Business
                              Development 1993-1996.  DAC Vice
                              President/General Manager - Development
                              Programs 1992-1993.  DAC Vice
                              President/General Manager - MD-12
                              Program 1991-1992.

James F. Palmer         46    MDC Senior Vice President and Chief
                              Financial Officer since July 1995.  MDC
                              Vice President - Treasurer 1993-1995.
                              MDA Vice President/General Manager -
                              Business Management 1992-1993.  MCAIR
                              Chief Financial Officer 1991-1992.
                              Partner of Ernst & Young LLP 1985-1991.


                                                      10-K Page 9


James B. Peterson       51    MDA Vice President/General Manager -
                              Integrated Product Definition since
                              September 1995.  MDA Vice
                              President/General Manager - Missiles
                              and Aerospace Support 1995.  MDA Vice
                              President/General Manager - Cruise
                              Missiles 1994-1995.  MDA Vice
                              President/ General Manager - Tomahawk
                              Program 1993-1994.  MDA Vice President
                              and Deputy - New Aircraft & Missile
                              Products 1992-1993.  MDMSC Vice
                              President - Advanced Programs &
                              Technology 1992.  MDMSC Vice President
                              - Technology Division 1991-1992.  MDMSC
                              Director - Tomahawk All-Up-Round (Block
                              III) 1986-1991.

James C. Restelli       54    MDA Vice President/General Manager -
                              Missile Systems and Aerospace Support
                              since September 1995.  MDA Senior Vice
                              President - Operations 1995.  MDA
                              Senior Vice President - Tactical
                              Aircraft and Missile Systems 1992 -
                              1995.  MDA Executive Vice President
                              1991-1992.  MDA Vice President -
                              Business Operations 1990 - 1991.
 
Michael M. Sears        48    MDA Vice President/General Manager -
                              F/A-18 since January 1994.  MDA Vice
                              President/General Manager - F/A-18E/F
                              1991-1994.  MCAIR Vice President/
                              General Manager - New Aircraft Products
                              Division 1990-1991.


<PAGE>

James M. Sinnett        56    MDA Senior Vice President - New
                              Aircraft and Missile Products since
                              December 1993.  MDA Vice President/
                              General Manager - New Aircraft Products
                              Division 1991-1993.  MCAIR Vice
                              President/General Manager -
                              ATF 1990-1991.

Harry C. Stonecipher    59    MDC President and Chief Executive
                              Officer since September 1994.  Chairman
                              of the Board, President and Chief
                              Executive Officer of Sundstrand
                              Corporation 1991-1994.  President and
                              Chief Executive Officer of Sundstrand
                              Corporation 1989-1991.
 
William L. Stowers      48    MDA Vice President/General Manager -
                              Supplier Management and Procurement
                              since October 1992.  MDA Vice
                              President - Procurement 1990-1992.
 
Robert H. Trice Jr.     49    MDA Vice President/General Manager -
                              Business Development since October
                              1992.  MCAIR Vice President - Business
                              Development 1991-1992.  MCAIR Vice
                              President - Program Development
                              1990-1991.
 
John J. Van Gels        52    DAC Senior Vice President - Operations
                              since February 1996.  DAC Executive
                              Vice President - Operations and
                              Production Programs 1994-1996.  DAC
                              Vice President/General Manager  -
                              Production Programs 1993-1994.  DAC
                              Vice President/General Manager- MD-11
                              1992-1993.  DAC Vice President/General
                              Manager - Production Center Operations
                              1990-1992.

John D. Wolf            51    DAC Senior Vice President - MD-95 since
                              February 1996.  DAC Executive Vice
                              President - Development 1994-1996.  DAC
                              Executive Vice President 1991-1994.
                              DAC Vice President/General Manager - 
                              MD-90/MD-80/DC-9 Programs 1989-1991.













<PAGE>                                                10-K Page 10

     All of the executive officers have been employees of the Company
at least five years except Edward C. Bavaria, Laurie A. Broedling,
Stanley Ebner, Steven N. Frank, Frederick W. Hill, Roger A. Krone,
James F. Palmer and Harry C. Stonecipher.  There are no arrangements
or understandings between any of the executive officers and any other
person pursuant to which he was selected as an officer, except for
Harry C. Stonecipher, who is party to an employment agreement
incorporated by reference herein as Exhibit 10(i).

ITEM 2.  PROPERTIES

     At December 31, 1995 the Company's manufacturing, laboratory,
office, and warehouse areas totaled 35.8 million square feet, of
which 6.1 million square feet were leased.  The Company plants are
well maintained and in good operating condition.  The Company has
long-term arrangements with airport authorities enabling it to share
the use of runways, taxiways, and other airport facilities at various
locations, including St. Louis, Missouri; Long Beach, California; and
Mesa, Arizona.  Reduced defense spending and reduced commercial
aircraft orders over the past several years has resulted in
downsizing of personnel and facility needs.  As a result of the
Company's downsizing, certain of the Company's facilities are held
for sale and certain other facilities are currently underutilized.

     The Company's principal locations are in five states and Canada.
Those in St. Louis, Missouri are chiefly devoted to military
aircraft, training systems, and missiles.  Those in Mesa, Arizona are
primarily used for development, manufacture, and assembly of
helicopters.  In the Los Angeles, California area, principal
properties are located in Huntington Beach and Long Beach.
Huntington Beach, California properties are utilized for research and
manufacture of spacecraft, launch vehicles, and electronics.  Long
Beach, California properties are devoted to the development,
manufacture, and assembly of commercial and military transport
aircraft, and to the financial services and other segment.
Subassembly work for the commercial and military aircraft business
segments is performed at Macon, Georgia; Salt Lake City, Utah; and
Toronto, Canada for shipment to operations at Long Beach.

ITEM 3.  LEGAL PROCEEDINGS

     In 1991, McDonnell Douglas Corporation and General Dynamics (GD)
filed a legal action to contest the Navy's termination for default on
the A-12 contract.  Additional information relative to this matter
and claims filed with the Navy on the T45 contract is included in
Note 5, "Contracts in Process and Inventories" on page 39 of the
Company's 1995 Annual Report to Shareholders, which is incorporated
herein by this reference.  See also Note 16, "Commitments and
Contingencies" on page 48 of the Company's 1995 Annual Report to
Shareholders and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Government Business Audits,
Reviews, and Investigations," page 28, which are incorporated herein
by this reference.





<PAGE>


     McDonnell Douglas is a party to a number of proceedings brought
under the Comprehensive Environmental Response, Compensation, and
Liability Act, commonly known as Superfund, or similar state
statutes.  For additional information, see "Environmental
Expenditures" on page 29 in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's 1995
Annual Report to Shareholders, which is incorporated herein by this
reference.

                                                    10-K Page 11

     A number of legal proceedings and claims are pending or have
been asserted against the Company including legal proceedings and
claims relating to alleged injuries to persons associated with the
disposal of hazardous waste.  A substantial portion of such legal
proceedings and claims is covered by insurance.  The Company believes
that the final outcome of such proceedings and claims will not have a
material adverse effect on the Company's earnings, cash flow, or
financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of 1995.

                                                   10-K Page 12

                            PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

     Information required by this item is included on pages 44, 45,
52, and 56 of the Company's 1995 Annual Report to Shareholders, which
is incorporated herein by this reference.

ITEM 6. SELECTED FINANCIAL DATA

     Selected Financial Data for the five years ended December 31,
1995, consisting of the data under the captions "Summary of
Operations" and "Balance Sheet Information" are included at page 52
of the Company's 1995 Annual Report to Shareholders, which is
incorporated herein by this reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

     Management's Discussion and Analysis of Financial Condition and
Results of Operations is contained on pages 22 through 29 of the 1995
Annual Report to Shareholders, which is incorporated herein by this
reference.

     In March 1996, Standard & Poor's raised its ratings of McDonnell
Douglas and McDonnell Douglas Finance Corporation senior debt to
A-minus from BBB.  The rating agency also upgraded its rating on the
MDFC subordinated debt to BBB-plus from BBB-minus.


<PAGE>

     In March 1996, Duff & Phelps Credit Rating Co. raised its ratings
of McDonnell Douglas and MDFC senior debt to A-minus from BBB-plus.  The
rating agency also upgraded its rating on the MDFC subordinated debt to
BBB-plus from BBB-minus.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information called for by this item is included on pages 30
through 49, 51, and 56 of the 1995 Annual Report to Shareholders,
which are incorporated herein by this reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     This item is not applicable.

                            PART III

ITEMS 10, 11, 12 and 13

     The information called for by Part III, Item 10 "Directors and
Executive Officers of the Registrant" (except for certain information
concerning Executive Officers which is provided in Part I above),
Item 11 "Executive Compensation," Item 12 "Security Ownership of
Certain Beneficial Owners and Management," and Item 13 "Certain
Relationships and Related Transactions" is included in the Company's
definitive Proxy Statement for 1996 pursuant to Regulation 14A, to be
filed with the Commission within 120 days after the close of the
fiscal year ended December 31, 1995, the text portion of which is
incorporated herein by this reference.  The report of the Management
Succession and Compensation Committee and the performance graph
contained in the Company's definitive Proxy Statement for 1996,
however, are not incorporated herein by reference and shall not be
deemed filed under the Securities Act of 1933 or under the Securities
Exchange Act of 1934.
                                                         10-K Page 13
                            PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a)1.     LIST OF FINANCIAL STATEMENTS

          The following consolidated financial statements of
          McDonnell Douglas Corporation and Subsidiaries included
          in the 1995 Annual Report to Shareholders at the pages
          indicated, are incorporated herein by this reference:

          Report of Ernst & Young LLP, Independent Auditors, page 51.

          Consolidated Statement of Operations, years ended
          December 31, 1995, 1994, and 1993, page 31.

          Balance Sheet, December 31, 1995 and 1994, page 32.

          Consolidated Statement of Shareholders' Equity, years
          ended December 31, 1995, 1994, and 1993, page 34.

<PAGE>

          Consolidated Statement of Cash Flows, years ended
          December 31, 1995, 1994, and 1993, page 35.


          Notes to Consolidated Financial Statements,
          pages 36 through 49.

          Selected Financial Data by Industry Segment, page 30.

          Quarterly Results of Operations, page 56.

(a)2.     LIST OF FINANCIAL STATEMENT SCHEDULES

          See Index to Financial Statement Schedules on page 19.

          All other schedules for which provision is made in the
          applicable regulation of the Securities and Exchange
          Commission are omitted either because they are not
          applicable or because the required information is
          included in the financial statements or notes thereto.

(a)3.     EXHIBITS

          See Index to Exhibits on pages 15 through 18.

(b)       REPORTS ON FORM 8-K FILED DURING THE FOURTH QUARTER
          OF 1995:

          Form 8-K/A filed on October 11, 1995, in response to
          Item 5.


                                                       10-K Page 14


                        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   MCDONNELL DOUGLAS CORPORATION
                                           (Registrant)

Date: March  25, 1996       By:    /s/ Robert L. Brand
      ---------------              ------------------------------
                                   Robert L. Brand
                                   Vice President and Controller
                                   and Registrant's Authorized
                                   Officer
                                   (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the date indicated below.


<PAGE>

   Signature                      Title                  Date
   ---------                      -----                  ----
/s/ Harry C. Stonecipher                            March 25, 1996
------------------------
Harry C. Stonecipher      Director, President & Chief
                          Executive Officer
                          (Principal Executive Officer)

/s/ James F. Palmer                                 March 25, 1996
-------------------------
James F. Palmer           Senior Vice President and
                          Chief Financial Officer
                          (Principal Financial Officer)

/s/ Robert L. Brand                                 March 25, 1996
-------------------------
Robert L. Brand           Vice President and Controller
                          (Principal Accounting Officer)

/s/ John F. McDonnell              /s/ Kenneth M. Duberstein
---------------------------        -------------------------------
John F. McDonnell, Director        Kenneth M. Duberstein, Director

/s/ John H. Biggs                  /s/ William S. Kanaga
---------------------------        -------------------------------
John H. Biggs, Director            William S. Kanaga, Director

/s/ B.A. Bridgewater, Jr.          /s/ James S. McDonnell III
--------------------------         ------------------------------
B.A. Bridgewater, Jr., Director    James S. McDonnell III, Director
       

/s/ Beverly B. Byron               /s/ George A. Schaefer
--------------------------         ---------------------------------
Beverly B. Byron, Director         George A. Schaefer, Director

/s/ William E. Cornelius           /s/ Ronald L. Thompson
---------------------------        ---------------------------------
William E. Cornelius, Director     Ronald L. Thompson, Director

/s/ William H. Danforth            /s/ P. Roy Vagelos
--------------------------         ---------------------------------
William H. Danforth, Director      P. Roy Vagelos, Director


Date:  March 25, 1996












<PAGE>                                               10-K Page 15
  
                  MCDONNELL DOUGLAS CORPORATION
                         AND SUBSIDIARIES

                        INDEX TO EXHIBITS


   EXHIBIT

 3(a)    Articles of Restatement of the Company's Charter, as filed
         June 13, 1994.
         - Incorporated by reference to Exhibit 4(b) to the
           Company's Registration Statement on Form S-8, Commission
           File No. 33-56129, filed with the Commission on
           October 21, 1994.
 
 3(b)   Bylaws of the Company, as amended March 6, 1996.
 
 4(a)   Indenture dated as of September 1, 1985 between the Company
        and The Bank of New York as Successor Trustee to Citibank,
        N.A.
        -  Incorporated by reference to Exhibit 4(a) to the
           Company's Registration Statement on Form S-3, Commission
           File No. 33-36180, filed with the Commission on August 1,
           1990.

 4(b)    First Supplemental Indenture dated as of July 1, 1986
         between the Company and The Bank of New York as Successor
         Trustee to Citibank, N.A.
        -  Incorporated by reference to Exhibit 4(b) to the
           Company's Registration Statement on Form S-3, Commission
           File No. 33-36180, filed with the Commission on August 1,
           1990.
       
 4(c)   Second Supplemental Indenture dated as of April 2, 1992
        between the Company and The Bank of New York as Successor
        Trustee to Citibank, N.A.
        -  Incorporated by reference to Exhibit 4(c) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1992.
      
 4(d)   Agreement of Resignation, Appointment and Acceptance dated
        as of May 17, 1993 by and among the Company, Citibank, N.A.,
        as Resigning Trustee, and The Bank of New York, as Successor
        Trustee.
         - Incorporated by reference to Exhibit 4(d) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1993.
 
 4(e)    Form of 8-5/8% Notes due April 1, 1997.
         - Incorporated by reference to Exhibit 4(f) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1992.
 
 4(f)    Form of 9-1/4% Notes due April 1, 2002.
         - Incorporated by reference to Exhibit 4(g) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1992.

<PAGE>

 4(g)    Form of 9-3/4% Debentures due April 1, 2012.
         - Incorporated by reference to Exhibit 4(h) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1992.

 4(h)    Form of 8-1/4% Notes due July 1, 2000.
         - Incorporated by reference to Exhibit 4(h) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1993.
 
 4(i)    Rights Agreement dated as of August 2, 1990 between the
         Company and First Chicago Trust Company of New York, which
         includes as Exhibit B thereto the form of Rights
         Certificate.
         - Incorporated by reference to Exhibits 1 and 2 to the
           Company's Report on Form 8-K filed with the Commission on
           August 6, 1990.
 
4(j)    Amendment Number One to Rights Agreement, dated as of
        January 3, 1995.
        -  Incorporated by reference to Exhibit 4(j) to the Company's
           Annual Report on Form 10-K for the year ended December 31,
           1994.

10(a)*   McDonnell Douglas Corporation Incentive Award Plan, as
         amended and restated as of July 20, 1990.
         - Incorporated by reference to Exhibit 10(b) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1990.
 
10(b)*   Incentive Compensation Program, as amended and restated as
         of March 2, 1992 under the McDonnell Douglas Corporation
         Incentive  Award Plan.
         - Incorporated by reference to Exhibit 10(b) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1991.
 
10(c)*   Long-Term Incentive Program, as amended and restated as of
         February 8, 1995 under the McDonnell Douglas Corporation
         Incentive Award Plan.
         - Incorporated by reference to Exhibit 10(c) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994.
 
10(d)*   McDonnell Douglas Corporation Senior Executive
         Performance Sharing Plan
 
10(e)*   McDonnell Douglas Corporation Performance Sharing Plan, as
         amended and restated as of 5 March 1996.




 

 

 <PAGE>
 
10(f)*   McDonnell Douglas Corporation Deferred Compensation Plan for
         Nonemployee Directors.
         - Incorporated by reference to Exhibit 10(e) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1992.
 
                                                       10-K Page 17

10(g)*  McDonnell Douglas Corporation 1995 Compensation Plan for
        Nonemployee Directors.

10(h)*   McDonnell Douglas Corporation 1994 Performance and Equity
         Incentive Plan.
         - Incorporated by reference to Exhibit 4(a) to the
           Company's Registration Statement on Form S-8, Commission
           File No. 33-56129, filed with the Commission on October
           21, 1994.
 
10(i)*   Employment Agreement between Harry C. Stonecipher and
         McDonnell Douglas Corporation, dated as of September 24,
         1994, as amended as of March 25, 1995.
 
10(j)*  Stock Option Agreement between Harry C. Stonecipher and
        McDonnell Douglas Corporation, dated as of September 24,
        1994.
 
10(k)*  Form of Termination Benefits Agreement between the Company
        and eight Executive Officers of the Company, dated as of
        March 15, 1996.

10(l)*   Settlement Agreement and General and Special Release between
         the Company and John P. Capellupo, dated as of March 7, 1996.

10(m)*   Form of Performance Accelerated Restricted Stock Award
         Agreement (Service-Based Vesting)
         - Incorporated by reference to Exhibit 10(i) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994.
 
10(n)*  Form of Performance Accelerated Restricted Stock Award
        Agreement (Performance-Based Vesting)
         - Incorporated by reference to Exhibit 10(j) to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994.
 
11      Computation of earnings per share.
 
12      Computation of Ratio of Earnings to Fixed Charges.










<PAGE>                                                   10-K Page 18

13      Sections of 1995 McDonnell Douglas Corporation Annual Report
        to Shareholders appearing under the caption: "Military Aircraft,
        Missiles, Space, and Electronic Systems," "Commercial
        Aircraft," "Management's Discussion and Analysis of Financial
        Condition and Results of Operations," "Selected Financial Data
        by Industry Segment," "Consolidated Statement of Operations,"
       "Balance Sheet," "Consolidated Statement of Shareholders' Equity,"
        "Consolidated Statement of Cash Flows," "Notes to
        Consolidated Financial Statements," "Report of Ernst & Young
        LLP, Independent Auditors," "Five-Year Consolidated
        Financial Summary," and "Supplemental Information."
 
21      Subsidiaries.

23      Consents of Independent Auditors regarding incorporation of
        their report included in the 1995 Annual Report to
        Shareholders of McDonnell Douglas Corporation into Form 10-K
        and incorporation of Form 10-K into Registration Statements
        on Form S-3 and Form S-8.

27      Financial Data Schedule.


* Represents management contract or compensatory plan or arrangement
  required to be filed as an exhibit pursuant to Item 14(c) of Form
  10-K.



                                                        10-K Page 19


                 MCDONNELL DOUGLAS CORPORATION
                       AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENT SCHEDULES


The following consolidated financial statement schedules of McDonnell
Douglas Corporation and Subsidiaries for the year ended December 31,
1995, are included herein:


     Report of Independent Auditors

     Schedule II       Valuation and Qualifying Accounts












<PAGE>                                              10-K Page 20



                  REPORT OF INDEPENDENT AUDITORS


We have audited the consolidated financial statements of McDonnell
Douglas Corporation and subsidiaries (MDC) as of December 31, 1995
and 1994, and for each of the three years in the period ended
December 31, 1995, and have issued our report thereon dated January
17, 1996 (incorporated by reference elsewhere in this Annual Report
on Form 10-K).  Our audits also included the financial statement
schedule listed in item 14(a) of this Annual Report on Form 10-K.
This schedule is the responsibility of the Company's management.  Our
responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information
set forth therein.

                                              /s/ Ernst & Young LLP

St. Louis, Missouri
January 17, 1996


































<PAGE>                                                 10-K Page 21


             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                      McDonnell Douglas Corporation
              Years Ended December 31, 1995, 1994, and 1993
                          (Millions of Dollars)

                       BALANCE   CHARGED                        BALANCE
                          AT        TO     CHARGED                AT
                      BEGINNING COSTS AND    TO                   END
                          OF     EXPENSES   OTHER   DEDUCTIONS    OF
                        PERIOD             ACCOUNTS              PERIOD
                      --------  ---------- -------- ----------  -------

Year Ended
  December 31, 1995:
    Allowance for
     commercial
      aircraft financing  $10        $ 3        $         $ 1      $12
    Allowance for
     uncollectible
      accounts             50         13                   13       50
                          ---        ---        ---       ---      ---
                          $60        $16        $         $14      $62
                          ===        ===        ===       ===      ===

Year Ended
  December 31, 1994:
    Allowance for
     commercial
      aircraft financing  $20        $          $         $10      $10
    Allowance for
     uncollectible
      accounts             50         13                   13       50
                          ---        ---        ---       ---      ---
                          $70        $13        $         $23      $60
                          ===        ===        ===       ===      ===

Year Ended
  December 31, 1993:
    Allowance for
     commercial
      aircraft financing  $ 6        $14        $         $        $20
    Allowance for
     uncollectible
      accounts             48         15          2        15       50
                          ---        ---        ---       ---      ---
                          $54        $29        $ 2       $15      $70
                          ===        ===        ===       ===      ===


NOTE:   Amounts charged to other accounts are principally
        reclassifications. Deductions are principally the write off of
        uncollectible accounts.