<PAGE> 1                                                    Exhibit 10(j)
                                     
                          STOCK OPTION AGREEMENT
                                     
                                     
     Agreement made as of the 24th day of September, 1994, by and between
McDonnell Douglas Corporation (hereinafter called the "Company") and Harry
C. Stonecipher, (hereinafter called the "Employee").

                                 RECITALS

A.   The Company has agreed to employ Employee and Employee has agreed to
     serve as Chief Executive Officer and President of the Company pursuant
     to the terms and conditions of an Employment Agreement by and between
     them, dated as of September 24, 1994 (the "Employment Agreement").

B.   As a significant part of his total compensation, the Company has
     agreed to provide and Employee has agreed to accept equity ownership
     opportunities to better match the interests of Employee with those of
     shareholders.

C.   Pursuant to the terms and conditions of the Employment Agreement,
     Company has agreed to provide and Employee has agreed to accept
     incentive compensation, the value of which will be based upon the
     value of the Company's common stock.

D.   Accordingly, the Company has agreed to grant to Employee an option to
     acquire shares of the Company's common stock subject, however, to
     certain restrictions.

In consideration of the foregoing, and the mutual promises contained herein
and in the Employment Agreement and the McDonnell Douglas Corporation 1994
Performance and Equity Incentive Plan (the "Plan"), the Company and
Employee agree as follows:

1.   Amount and Price of Option Shares.  The Company hereby grants to
     Employee the option to purchase from the Company (the "Stock Options")
     from time to time, at $110.875 per share (the "Exercise Price"), up to
     150,000 shares of the Company's $1.00 par value per share common stock
     (the "Option Shares").

2.   Agreement Subject to Employment Agreement and Plan.  The Stock Options
     are subject to the terms and conditions of the Employment Agreement
     and the Plan, including but not limited to the Plan provisions
     regarding nontransferability and adjustments for recapitalization and
     other reasons.  A copy of the Plan has been given to Employee and is
     incorporated herein by this reference.  Unless otherwise indicated,
     capitalized terms in this Agreement shall have the same meaning
     ascribed to such terms in the Plan.

3.   Exercisability of Stock Options.  Subject to the provisions of Section
     5 hereof, the Stock Options will become exercisable on the dates and
     in the amounts set forth below, and shall remain exercisable for ten
     years following such date:






<PAGE> 2                                                    Exhibit 10(j)


                  Date                Number of Option Shares
            ----------------          ------------------------

            September 24, 1996                 30,000
            September 24, 1997                 30,000
            September 24, 1998                 30,000
            September 24, 1999                 30,000
            September 24, 2000                 30,000

4.   Exercise of Stock Options.  The Stock Options may be exercised by
     delivering to the Plan Administrator from time to time a written
     notice signed by the Employee specifying the number of Option Shares
     the Employee then desires to purchase together with full payment
     therefor as provided in Section 12.1 of the Plan.  Within five
     business days thereafter, the Company shall issue to Employee a
     certificate for the shares so purchased, less any shares withheld
     pursuant to Section 6 hereof.

5.   Termination of Employment.  Upon termination of the Employment
     Agreement for any reason, the vesting, forfeiture and exercisability
     of unexercised Stock Options shall be determined in accordance with
     the Employment Agreement, including without limitation Sections 6, 7,
     8 and 9 thereof.

6.   Withholding.  At such time as share certificates are to be delivered
     to Employee in accordance with this Agreement, the Company shall
     satisfy the federal, state and local withholding requirements with
     respect to such distribution.  Such withholding can be satisfied at
     the Company's option either by (i) the Company's withholding of shares
     or (ii) by requiring Employee's payment in cash by providing a
     personal check in the required amount prior to delivery of the shares.
     Notwithstanding the foregoing, in the event Employee is subject to
     Section 16 of the Exchange Act at the time of such delivery, the
     Company shall withhold shares in an amount equal to Employee's
     estimated federal, state and local tax obligations, plus any
     additional withholding requirements related to such delivery; provided
     the total withholding hereunder shall not be less than the statutory
     minimum withholding amount.

7.   Investment Purpose.  Employee represents that, in the event of the
     exercise by him of one or more of the Stock Options hereby granted, or
     any part thereof, he intends to purchase the shares acquired on such
     exercise for investment and not with a view to resale or other
     distribution; except that the Company, at its election, may waive or
     release this condition in the event the shares acquired on exercise of
     the option are registered under the Securities Act of 1933, or upon
     the happening of any other contingency which the Company shall
     determine warrants the waiver or release of this condition.  Employee
     agrees that the certificates evidencing the shares acquired by him on
     exercise of all or any part of the Stock Options may bear a
     restrictive legend, if appropriate, indicating that the shares have
     not been registered under said Act and are subject to restrictions on
     the transfer thereof.




<PAGE> 3                                                    Exhibit 10(j)

8.   Designation of Beneficiary.  Employee may by written notice in form
     reasonably acceptable to the Committee designate a beneficiary in
     accordance with the terms and conditions of the Plan who may exercise
     the options that are vested but unexercised at the time of his death
     in accordance with the terms of the Employment Agreement.

9.   Stock Options Not Incentive Stock Options.  The Stock Options granted
     hereunder are not, and will not be treated as, incentive stock options
     within the meaning of Section 422 of the Internal Revenue Code of
     1986, as amended.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and date set forth above.


                         MCDONNELL DOUGLAS CORPORATION


                              /s/ Janet R. Wittenauer
                         By: __________________________________


                               /s/ Harry C. Stonecipher
                              __________________________________
                                        Employee