<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, 1996       
                                        ----------------------------------------
                                       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         (I.R.S. Employer Identification No.)
       of 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

<PAGE>

       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
                                                                     ---   ---
       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
       March 7, 1997: $13.936 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 March 7, 1997: 209,963,660 shares

                      DOCUMENTS INCORPORATED BY REFERENCE:

       Portions of the 1996 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 25,  1997 are  incorporated  by
       reference into Part III.

                            Exhibit Index on Page 14

                                        (i)



<PAGE>

                                                                   10-K Page 1
                                     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).

     On December 14, 1996,  McDonnell  Douglas and The Boeing  Company  (Boeing)
entered into a definitive agreement whereby a wholly-owned  subsidiary of Boeing
will  merge  into  McDonnell  Douglas  in  a  stock-for-stock  transaction  with
McDonnell  Douglas  surviving  as  a  wholly-owned  subsidiary  of  Boeing.  The
transaction  is subject to approval by the  shareholders  of both  companies and
certain regulatory agencies;  it is expected to close as early as mid-1997.  The
following discussions do not consider the effects the merger will have on future
products or  operating  results  since the exact timing of the  consummation  is
uncertain and the future effects of the merger have not been quantified.

     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;  attack and fighter
aircraft,  military and commercial  helicopters,  ordnance, and training systems
and spare parts;  tactical  missiles;  space launch  vehicles and space  station
systems;  defense  electronics  components  and systems,  and command,  control,
communications,   computers,   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  Corporation (MDFS) subsidiary,
the Company is engaged in aircraft  financing and commercial  equipment leasing.
The  Company's   subsidiary,   McDonnell  Douglas  Realty  Company  (MDRC),  was
established  in 1972  to  develop  the  Company's  surplus  real  estate.  While
continuing  to serve that role,  MDRC has become a  full-service  developer  and
property  manager  in the  commercial  real  estate  market  as  well as for the
Company's aerospace business.

     The Company,  beginning in 1988, divested its information systems business.
By the end of 1993 all of the business had been sold.

<PAGE>
                                                                   10-K Page 2 

     The  business  segments in which the Company is engaged and  discussion  of
certain  of their  respective  products  appear  under the  captions:  "Military
Aircraft;  Missiles, Space, and Electronic Systems" and "Commercial Aircraft" in
the  Pullout  Section  appearing  after page 24,  "Management's  Discussion  and
Analysis of Financial  Condition and Results of  Operations" on pages 26 through
33 and "Selected Financial Data by Industry Segment" on page 34 of the Company's
1996 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 34 of
the Company's 1996 Annual Report to Shareholders,  which is incorporated  herein
by this reference.

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 30 through 32 in "Management's  Discussion and Analysis
of Financial  Condition and Results of  Operations" in the Company's 1996 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 and high in unit cost;
they  have   traditionally  had  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.

     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.  The Company's  presence in this industry will be
focused on its

<PAGE>
                                                                 10-K Page 3
existing  product line,  its current  MD-95 twin jet  development
program,  and its commercial  aircraft  modification,  support,  spare parts and
related  services.  For  additional  information  refer  to  the  discussion  in
"Business and Market Conditions - Commercial Aircraft Business" section on pages
31 through 32 in  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations"  in the Company's 1996 Annual Report to  Shareholders
which is incorporated herein by this reference.

     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 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 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.

     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.



<PAGE>

                                                                   10-K Page 4
EMPLOYEES

     At December  31,  1996,  the total  employment  of the  Company,  including
subsidiaries, was 63,873.

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 33 in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's 1996
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 $.993
billion  in  1996,   $1.227  billion  in  1995,  and  $1.393  billion  in  1994.
Company-sponsored research and development and bid and proposal work, related to
both commercial business and business with the U.S. Government, amounted to $355
million in 1996, $311 million in 1995, and $297 million in 1994.

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.

     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 

<PAGE>

                                                                   10-K Page 5
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 52 of the Company's  1996 Annual Report to
Shareholders, which is incorporated herein by this reference.

BACKLOG

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

                                           1996                 1995
                                    Backlog      %       Backlog       %
                                   --------    -----     -------     -----
                                            (Dollars in millions)
Firm backlog:
  Military aircraft                $12,934      54.6     $10,121      51.5
  Commercial aircraft                7,000      29.6       7,175      36.5
  Missiles, space, and 
     electronic systems              3,745      15.8       2,344      12.0
                                   -------     -----     -------     -----
   Total Firm Backlog              $23,679     100.0     $19,640     100.0
                                   =======     =====     =======     =====

Contingent backlog:
  Military aircraft                $18,977      91.8     $ 6,298      72.3
  Commercial aircraft                1,252       6.0       1,669      19.1
  Missiles, space, and
     electronic systems                453       2.2         746       8.6
                                   -------     -----     -------     -----
   Total Contingent Backlog        $20,682     100.0     $ 8,713     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 33 in  "Management's  Discussion  and  Analysis of  Financial
Condition  and Results of  Operations"  in the  Company's  1996 Annual Report to
Shareholders, which is incorporated herein by this reference.


<PAGE>
                                                                  10-K Page 6

     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.  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 $4.3  billion at
December 31, 1996, and $5.2 billion at December 31, 1995.

     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 31 in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  in the  Company's  1996  Annual  Report to  Shareholders,  which is
incorporated herein by this reference.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The  executive  officers  of the  Company at  February  28,  1997,  were as
follows:

Edward C. Bavaria  -64
     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  -55
     DAC Vice President/General  Manager - Sales and Marketing since April 1996.
     DAC Senior Vice  President - Marketing  and Airline  Financing  February to
     April 1996. DAC Vice  President/General  Manager - Airline  Financing Group
     1994 - 1995.  McDonnell Douglas Finance  Corporation  (MDFC) Executive Vice
     President 1989 - 1994.

Dean C. Borgman -55
     McDonnell  Douglas  Helicopter  Systems (MDHS) Senior Vice President  since
     1995.  McDonnell  Douglas  Helicopter  Company (MDHC) President since 1992.
     MDHS  Senior  Vice  President/General  Manager  1993  to  1995.  MDHC  Vice
     President - Commercial  Programs  1992.  MDHC  General  Manager MDX Program
     1990-1992.

<PAGE>
                                                                  10-K Page 7

Robert L. Brand  -59
     McDonnell Douglas Aerospace (MDA) Vice President/General Manager - Business
     Management since February 1997.  McDonnell  Douglas  Corporation (MDC) Vice
     President and Controller  1992 - 1997.  McDonnell  Douglas  Missile Systems
     Company  (MDMSC) Vice  President-Business  Management  and Chief  Financial
     Officer 1992. MDC Controller 1987-1992.

Laurie A. Broedling  -51
     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.

Michael J. Cave  -36
     DAC Vice President - Business  Operations and Chief Financial Officer since
     April 1996. DAC Vice  President/General  Manager - Business  Operations and
     Chief Financial Officer 1995 - 1996. Military Transport Aircraft (MTA) Vice
     President/General  Manager - Business  Management - C-17 Program 1995.  MDA
     Vice President - Business  Management  1994 - 1995.  MDA General  Manager -
     Business  Programs 1993 - 1994. MDA General  Manager - Controls and Pricing
     1991 - 1993.

Gerald E. Daniels - 51
     MDA Vice  President/General  Manager U.S.  Marine  Corps and Navy  Programs
     since February 1997. MDA Vice President/General Manager F/A-18 1996 - 1997.
     MDA  Vice   President/General   Manager  F/A-18E/F   1994-1996.   MDA  Vice
     President/Deputy   General   Manager   F/A-18E/F  1993  -  1994.  MDA  Vice
     President/General   Manager   Harpoon/SLAM   1992  -   1993.   MDMSC   Vice
     President/General  Manager  Harpoon/SLAM 1992 - 1993. MDMSC Senior Director
     Harpoon/SLAM 1992. Missiles & Defense Electronics  Division Senior Director
     1991 - 1992.

Stanley Ebner  -63
     MDC Senior Vice  President - Washington  Operations  since  December  1994.
     Self-employed attorney, consultant, and writer 1990-1994.

George G. Field  -58
     DAC Vice  President/General  Manager-Product  Support since April 1996. DAC
     Senior Vice  President - Product  Support  February - April 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.


<PAGE>
                                                                  10-K Page 8

Patrick J. Finneran Jr.  -51
     MDA Vice  President/General  Manager  F/A-18 since  February 1997. MDA Vice
     President/General  Manager  -  Market  Development  1996 - 1997.  MDA  Vice
     President/General  Manager - Production  Aircraft Programs 1995 - 1996. MDA
     Vice President/General Manager AV-8B 1992-1994.  McDonnell Aircraft Company
     (MCAIR)  General  Manager AV-8B 1992.  MCAIR Deputy  General  Manager AV-8B
     1990-1992.

Steven N. Frank  -48
     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  -53
     MDA Senior Vice  President  Business  Development  since February 1997. MDC
     Senior  Vice  President  -  Business  Development  1995 -  1997.  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  -47
     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.

Donald R. Kozlowski  -59
     MTA Senior Vice President  since February 1997. MTA Senior Vice President -
     C-17 1996 - 1997. MTA Senior Vice  President - C-17 Program  Manager 1993 -
     1996.  MDC  Vice  President/General   Manager-High  Speed  Civil  Transport
     1992-1993. MCAIR Vice President/General Manager - F/A-18 1991-1992.

Roger A. Krone  -40
     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  -48
     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.

Michael D. Marks  -54
     MDA Vice  President/General  Manager F-15 since  August  1996.  MDA Program
     Manager 1995 - 1996. MDA Deputy General Manager 1992 - 1995. MCAIR Director
     Program Engineering 1991 - 1992.


<PAGE>
                                                                  10-K Page 9

John F. McDonnell  -58
     MDC  Chairman of the Board since  September  1994.  MDC  Chairman and Chief
     Executive Officer 1988-1994.

Thomas J. Motherway  -54
     MDFC and MDRC President since January 1995. MDRC President 1991 - 1994.

William A. Norman - 57
     MDA Vice  President/General  Manager  Engineering  since February 1997. MDA
     Division Director Program  Integrated  Product  Definition 1993 - 1997. MDA
     Director Program Engineering 1989 - 1993.

Walter J. Orlowski  -53
     DAC President  since  February  1997.  DAC Vice  President/General  Manager
     Production  Program  Management  1996 - 1997.  DAC Senior Vice  President -
     MD-11, MD-80 and MD-90 Programs 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  -47
     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.

James B. Peterson  -52
     MDA Vice  President/General  Manager U.S. Air Force programs since February
     1997. MDA Vice  President/General  Manager - Integrated  Product Definition
     1995 - 1997.  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.

James R. Phillips - 53
     DAC Vice  President/General  Manager MD-95 since  February  1997.  DAC Vice
     President/Deputy    General    Manager    MD-95    1996-1997.    DAC   Vice
     President/General  Manager MD-95 1996. DAC Vice President  Program  Manager
     MD-95 Development 1994 - 1996. DAC Vice President/General Manager - Product
     Support  1993 - 1994.  DAC  Vice  President/General  Manager  -  Commercial
     Product Support 1991 - 1993.

James C. Restelli  -55
     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.


<PAGE>
                                                                  10-K Page 10

R. Gale Schluter - 56
    MDA Vice President/General Manager - Space & Defense Systems since September
    1996. MDA Vice President/General Manager Space Transportation 1996. MDA Vice
    President/General   Manager  -  Space  Flight   Programs   1996.   MDA  Vice
    President/General   Manager  -  Space   Station   1993  -  1996.   MDA  Vice
    President/Deputy  General Manager - Space Station  Division 1992 - 1993. MDA
    Vice  President/General  Manager  Surveillance  & Electronic  Systems 1991 -
    1992.

Mark N. Schroeder - 40
     MDC Vice  President and  Controller  since  February  1997.  MDC Director -
     Accounting  1992 - 1997.  MDC Director - Auditing  1992.  Senior Manager of
     Ernst & Young LLP 1988 - 1992.

Michael M. Sears  -49
     MDA  President  since January 1997.  DAC  President  1996 - 1997.  MDA Vice
     President/General  Manager - F/A-18 1994 - 1996. MDA Vice President/General
     Manager - F/A-18E/F 1991-1994.

James M. Sinnett  -57
     MDC Vice  President  -  Technology  since  October  1996.  MDA Senior  Vice
     President  - New  Aircraft  and  Missile  Products  1993 - 1996.  MDA  Vice
     President/General Manager - New Aircraft Products Division 1991-1993.

E. David Spong - 58
     MTA Vice  President/General  Manager C-17 Program since  February 1997. MTA
     Vice  President/General  Manager Integrated Product Definition 1996 - 1997.
     MTA Vice President Engineering 1995 - 1996. MTA General Manager Engineering
     1995.  MTA  Director -  Engineering  1994 - 1995.  MTA  Director - Aircraft
     Performance 1992 - 1994. MTA General Manager - Aircraft  Performance 1991 -
     1992.

John W. Steurer - 59
     MDA Vice  President/General  Manager  Quality since February 1997. MDA Vice
     President/General Manager Joint Advanced Strike Technology 1995 - 1997. MDA
     Vice  President/General  Manager Integrated Product Definition 1992 - 1995.
     MDA Vice President Engineering 1991 - 1992.

Harry C. Stonecipher  -60
     MDC President and Chief Executive Officer since September 1994. Chairman of
     the Board,  President and Chief Executive Officer of Sundstrand Corporation
     1991-1994.

William L. Stowers  -49
     MDA Vice  President/General  Manager - Supplier  Management and Procurement
     since October 1992. MDA Vice President - Procurement 1990 - 1992.



<PAGE>
                                                                  10-K Page 11

David O. Swain - 54
     MDA Vice President/General  Manager Advanced Systems & Technology - Phantom
     Works since September 1995. MDA Vice President/General Manager New Aircraft
     & Missile  Products  1994 - 1995.  MTA Senior  Vice  President  - Transport
     Aircraft  Division 1993 - 1994.  MTA Executive  Vice President - Government
     1991 - 1993.

John D. Tyson - 54
     MDA Vice  President  Business  Development  since  February  1997. MDA Vice
     President/General  Manager  AV8B/T-45  1996  -  1997.  MDA  Vice  President
     Business  Development  U.S.  Government  Programs  1994 -  1996.  MDA  Vice
     President  Defense Systems 1992 - 1994. MDA Director  Business  Development
     1992. MCAIR Program Manager 1991 - 1992.

John J. Van Gels  -53
     MDA  Vice  President/General  Manager  Production  Operations  and  General
     Services since February 1997. DAC Senior Vice  President/General  Manager -
     Manufacturing 1996 - 1997. DAC Senior Vice President - Operations 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.

     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,  Mark N.  Schroeder  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 and Edward C. Bavaria, who are parties
to employment agreements  incorporated by reference herein as Exhibits 10(j) and
10(l).

ITEM 2.  PROPERTIES

     At December 31, 1996 the Company's manufacturing,  laboratory,  office, and
warehouse  areas totaled 34.7 million  square feet, of which 5.0 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 the  development,  manufacture  and
assembly of military aircraft, 

<PAGE>

                                                                  10-K Page 12
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  development  and  manufacture  of  space  launch
vehicles,  space  station  components,  and  defense  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 filed a legal
action to  contest  the Navy's  termination  for  default on the A-12  contract.
Additional  information  relative  to this matter and the  settlement  of claims
filed with the Navy on the T-45  contract is included in Note 5,  "Contracts  in
Process and  Inventories"  on page 43 of the  Company's  1996  Annual  Report to
Shareholders,  which is incorporated herein by this reference. See also Note 16,
"Commitments and  Contingencies"  on page 51 of the Company's 1996 Annual Report
to Shareholders and "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  -  Government   Business  Audits,   Reviews,   and
Investigations," page 32, which are incorporated herein by this reference.

     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 33 in "Management's Discussion and Analysis
of Financial  Condition and Results of  Operations" in the Company's 1996 Annual
Report to Shareholders, which is incorporated herein by this reference.

     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 1996.


<PAGE>

                                                                  10-K Page 13
                                     PART II


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

     Information  required  by this item is  included on pages 54, 55, and 57 of
the Company's 1996 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,  1996,
consisting of the data under the captions  "Summary of Operations"  and "Balance
Sheet  Information"  are included at page 54 of the Company's 1996 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 26 through 33 of the 1996  Annual  Report to
Shareholders, which is incorporated herein by this reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information called for by this item is included on pages 34 through 52,
53, and 55 of the 1996 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 1997 pursuant to Regulation 14A, to be
filed with the  Commission  within  120 days after the close of the fiscal  year
ended  December 31, 1996,  the text portion of which is  incorporated  herein by
this  reference.  The  report  of the  Management 

<PAGE>

                                                                  10-K Page 14
Compensation  and  Succession
Committee and the performance graph contained in the Company's  definitive Proxy
Statement for 1997, 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.

                                     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 1996 Annual  Report to
          Shareholders at the pages indicated,  are incorporated  herein by this
          reference:

          Report of Ernst & Young LLP, Independent Auditors, page 53.

          Consolidated  Statement of Operations,  years ended December 31, 1996,
          1995, and 1994, page 35.

          Balance Sheet, December 31, 1996 and 1995, page 36.

          Consolidated  Statement of Shareholders'  Equity, years ended December
          31, 1996, 1995, and 1994, page 38.

          Consolidated  Statement of Cash Flows,  years ended December 31, 1996,
          1995, and 1994, page 39.

          Notes to Consolidated Financial Statements, pages 40 through 52.

          Selected Financial Data by Industry Segment, page 34.

          Quarterly Results of Operations, page 55.

(a)2.     LIST OF FINANCIAL STATEMENT SCHEDULES

          See Index to Financial Statement Schedules on page 18.

          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 21 through 25.

(b)       Reports on Form 8-K filed during the fourth quarter of
          1996:

<PAGE>

                                                                  10-K Page 15
                   
                1.    Form 8-K filed on November 1, 1996, in response to Item 5.
                      Also filed were  Exhibit 12  Computations  of  Earnings to
                      Fixed Charges for Nine Months Ended September 30, 1996 and
                      1995,   and  Exhibit  99  Summary  of  McDonnell   Douglas
                      Corporation's Third Quarter Financial Results.

                2.    Form 8-K filed on December 24,  1996,  in response to Item
                      5 and Item 7.
<PAGE>

                                                                  10-K Page 16 
                                   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  14, 1997       By:    /s/ Mark N. Schroeder
      ---------------              ------------------------------
                                   Mark N. Schroeder
                                   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.

   Signature                      Title                  Date
   ---------                      -----                  ----

/s/ Harry C. Stonecipher                            March 14, 1997
------------------------
Harry C. Stonecipher      Director, President & Chief
                          Executive Officer
                          (Principal Executive Officer)

/s/ James F. Palmer                                 March 14, 1997
-------------------------
James F. Palmer           Senior Vice President and
                          Chief Financial Officer
                          (Principal Financial Officer)

/s/ Mark N. Schroeder                               March 14, 1997
-------------------------
Mark N. Schroeder         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
<PAGE>

                                                                  10-K Page 17
/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 14, 1997


<PAGE>

                                                                  10-K Page 18

                          MCDONNELL DOUGLAS CORPORATION

                     INDEX TO FINANCIAL STATEMENT SCHEDULES


The following  consolidated  financial  statement schedules of McDonnell Douglas
Corporation and  Subsidiaries for the year ended December 31, 1996, are included
herein:


     Report of Independent Auditors

     Schedule II       Valuation and Qualifying Accounts









<PAGE>







                                                                  10-K Page 19

                  REPORT OF INDEPENDENT AUDITORS



We have audited the  consolidated  financial  statements  of  McDonnell  Douglas
Corporation  and  subsidiaries  (MDC) as of December 31, 1996 and 1995,  and for
each of the three years in the period ended  December 31, 1996,  and have issued
our report thereon dated January 22, 1997  (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.



St. Louis, Missouri                                  /s/Ernst & Young LLP
January 22, 1997

<PAGE>
                 
                                                                  10-K Page 20
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          McDonnell Douglas Corporation
                    Years Ended December 31, 1996, 1995, 1994
                              (Dollars in Millions)


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

Year Ended                              
  December 31, 1996:
    Allowance for  
     commercial 
      aircraft financing    $12        $ 1          $           $         $13
    Allowance for 
      uncollectible 
       accounts              50         17                       12        55
                            ---        ---          ---         ---       ---
                            $62        $18          $           $12       $68
                            ===        ===          ===         ===       ===

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
                            ===        ===          ===         ===       ===



NOTE:  Deductions are principally the write off of uncollectible accounts.


<PAGE>

                                                                  10-K Page 21

                  MCDONNELL DOUGLAS CORPORATION

                        INDEX TO EXHIBITS


   EXHIBIT

 2       Agreement and Plan of Merger among The Boeing Company, West Acquisition
         Corp. and McDonnell Douglas Corporation, dated as of December 14, 1996.
 .
 3(a)    Articles of Amendment and Restatement of the Company's  Charter,  as
         filed May 8, 1996.
         - Incorporated by reference to Exhibit 3(a) to the Company's  Quarterly
           Report on Form 10-Q for the  quarterly  period  ended  September  30,
           1996.

 3(b)    Bylaws of the Company, as amended October 25, 1996.
         - Incorporated by reference to Exhibit 3(b) to the Company's  Quarterly
           Report on Form 10-Q for the  quarterly  period  ended  September  30,
           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.

<PAGE>
                                                                  10-K Page 22
 
 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.

 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)    Form of 6-7/8% Notes due November 1, 2006.

4(j)     Amended and Restated Rights Agreement, dated as of May 31, 1996 between
         McDonnell  Douglas  Corporation  and First Chicago Trust Company of New
         York which  includes  the form of Articles  Supplementary  for Series A
         Junior  Participating  Preferred  Stock as Exhibit A, the form of Right
         Certificate  as Exhibit B and the Summary of Preferred  Stock  Purchase
         Rights as Exhibit C.
         - Incorporated  by  reference  to  Exhibit 4 to the  Company's  Current
           Report on Form 8-K, filed with the Commission on June 3, 1996.

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.


<PAGE>
                                                                  10-K Page 23

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.
         - Incorporated  by reference to Exhibit 10(d) to the  Company's  Annual
           Report on Form 10-K for the year ended December 31, 1995.

10(e)*   McDonnell Douglas Corporation  Performance Sharing Plan, as amended and
         restated as of 5 March 1996.
         - Incorporated  by reference to Exhibit 10(e) to the  Company's  Annual
           Report on Form 10-K for the year ended December 31, 1995.

10(f)*   McDonnell Douglas Corporation Executive Financial/Legal Services Plan.

10(g)*   McDonnell   Douglas   Corporation   Deferred   Compensation   Plan  for
         Nonemployee Directors, amended and restated as of March 6, 1995.
         
10(h)*   McDonnell  Douglas  Corporation 1995  Compensation Plan for Nonemployee
         Directors.
         - Incorporated  by reference to Exhibit 10(g) to the  Company's  Annual
           Report on Form 10-K for the year ended December 31, 1995.

10(i)*   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(j)*   Employment Agreement between Harry C. Stonecipher and McDonnell Douglas
         Corporation, dated as of September 24, 1994, as amended as of March 25,
         1995.
         - Incorporated  by reference to Exhibit 10(i) to the  Company's  Annual
           Report on Form 10-K for the year ended December 31, 1995.



<PAGE>
                                                                  10-K Page 24

10(k)*   Stock Option  Agreement  between  Harry C.  Stonecipher  and  McDonnell
         Douglas Corporation, dated as of September 24, 1994.
         - Incorporated  by reference to Exhibit 10(j) to the  Company's  Annual
           Report on Form 10-K for the year ended December 31, 1995.

10(l)*   Employment  Agreement  between Edward C. Bavaria and McDonnell  Douglas
         Corporation, dated as of May 5, 1995.

10(m)*   Restricted  Stock  Award  Agreement   between  Edward  C.  Bavaria  and
         McDonnell Douglas Corporation, dated as of May 5, 1995.

10(n)*   Form of Termination  Benefits Agreement between the Company and certain
         officers of the Company.

10(o)*   Settlement  Agreement  and  General  and  Special  Release  between the
         Company and Herbert J. Lanese, dated as of October 31, 1996.

10(p)*   Settlement  Agreement  and  General  and  Special  Release  between the
         Company and Robert H. Hood, Jr., dated as of December 10, 1996.

10(q)*   Form of 1995 and 1996  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(r)*   Form of 1995 and 1996  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.

10(s)*   Form of 1997 Performance  Accelerated  Restricted Stock Award Agreement
         (Service-Based Vesting).

10(t)*   Form of 1997 Performance  Accelerated  Restricted Stock Award Agreement
         (Performance-Based Vesting).

11       Computation of Earnings per Share.

12       Computation of Ratio of Earnings to Fixed Charges.


<PAGE>

                                                                  10-K Page 25

13       Sections  of  1996  McDonnell  Douglas  Corporation  Annual  Report  to
         Shareholders   appearing  under  the  captions:   "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,"   "Supplemental   Information,"  and  "Quarterly  Results  of
         Operations (unaudited)".

21       Subsidiaries.

23       Consents  of  Independent  Auditors  regarding  incorporation  of their
         report included in the 1996 Annual Report to Shareholders  and Board of
         Directors  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.



<PAGE>