<PAGE> 1                                                 Exhibit 10(l)
                        SETTLEMENT AGREEMENT AND

                       GENERAL AND SPECIAL RELEASE


1.   PARTIES.  The parties to this Settlement Agreement and General and
     Special Release ("Agreement") are:

     (a)     John P. Capellupo ("Capellupo"), and

     (b)     McDonnell Douglas Corporation ("MDC").

2.   RECITALS.  This Agreement is entered into to effectuate Capellupo's
     retirement from MDC, and the parties, through this Agreement, agree
     to fully and finally settle all claims, known and unknown, that
     either party may have against the other arising from Capellupo's
     relationship with MDC and MDC's relationship with Capellupo,
     including, but not limited to, claims relating to Capellupo's
     employment, his retirement and the terms and scope of monetary
     payments made by, or required to be made by, MDC to him.  

3.   CONTRACTUAL TERMS.  In consideration of the terms and covenants of
     this Agreement, MDC agrees to permit, perform, allow or facilitate
     certain acts on Capellupo's behalf and to pay certain monies, all as
     more fully set out below:

     (a)     From the date of the execution of this Agreement until and
     including March 31, 1996, Capellupo will continue in full-time
     employment at MDC;

     (b)     At the close of business on March 31, 1996, Capellupo will
     retire from MDC;

     (c)     Capellupo will receive a payment under MDC's Senior
     Executive Performance Sharing Plan ("PSP") of $524,100, subject to
     normal taxation and withholdings, which payment shall be in complete
     satisfaction of any award under PSP for the Plan Year 1995.  Payment
     under this paragraph shall issue in accordance with MDC's normal PSP
     cycle on or about March 29, 1996;

     (d)     Promptly following his retirement on March 31, 1996,
     Capellupo will receive a lump-sum payment for all accrued and unused
     vacation days, subject to normal taxation and withholding;

     (e)     The number of restricted shares of MDC stock granted under
     the two Performance Accelerated Restricted Stock ("PARS") Agreements
     dated February 25, 1994, shall be reduced from 7,500 under each
     agreement to 5,625 shares under each agreement.  Such reduced number
     of shares shall vest or be forfeited in accordance with the terms of
     the PARS Agreements as if Capellupo was still employed by MDC
     through the Performance Periods;

     (f)     The number of restricted shares of MDC stock granted under
     the Performance Accelerated Restricted Stock ("PARS") Agreement
     dated March 20, 1995, shall be reduced from 18,000 to 7,500
     shares.  Such reduced number of shares shall vest or be forfeited in
     accordance with the terms of the PARS Agreement as if Capellupo was
     still employed by MDC through the Performance Periods;

<PAGE> 2

     (g)     Capellupo's number of restricted shares of MDC Stock granted
     under the Performance Accelerated Restricted Stock Award Agreement
     dated February 1, 1996, shall be canceled in their entirety;

     (h)     Subject to paragraph 3(j), the number of shares of MDC Stock
     awarded to Capellupo under the Long-Term Incentive Program ("LTIP")
     on April 6, 1993, shall remain at 18,000 shares.  Capellupo's
     entitlement to receive an Earned LTIP Award with respect to said
     April 6, 1993, award shall be determined in accordance with the
     terms of the LTIP;

     (i)     Capellupo will be awarded a Target Incentive Compensation
     Award ("TICA") of $235,000 for calendar year 1996.  His Performance
     Adjusted TICA ("PAT") will be determined in accordance with the plan
     provisions in the first quarter of 1997.  He will receive one-fourth
     (1/4) of said PAT on or before March 31, 1997.  His annual base
     salary will remain at $400,000 until his retirement on March 31,
     1996;

     (j)     Any  LTIP or PSP amounts that previously would have been
     paid to Capellupo but were deferred because they would not have been
     deductible due to the compensation cap of Internal Revenue Code
     Section 162(m), (the "162(m) Deferral"), together with additional
     amounts otherwise payable to him under paragraph 3(h) shall continue
     to be deferred (the "Total Deferral").  Subject to paragraph 5(c),
     one-half (1/2) of such amounts shall vest and be paid in cash
     to Capellupo on the last business day of March, 1998, and the
     balance shall vest and be paid in cash to him on the last business
     day of March, 1999.  The deferred amounts related to the 162(m)
     Deferral will continue to earn interest at 11% until MDC pays
     the 1996 LTIP award in accordance with the LTIP.  Thereafter, the
     Total Deferral will earn 7% interest compounded quarterly during the
     deferral period; and

     (k)     Capellupo shall be entitled to receive other employee
     benefits in accordance with MDC's established plans, including the
     Employee Retirement Income Plan of MDC - Salaried Plan, the
     Supplemental Executive Retirement Income Plan, the Employee Savings
     Plan of MDC - Salaried Plan and the Supplemental Executive Savings
     Plan, all in accordance with the terms of such plans.

4.   ADDITIONAL CONTRACTUAL TERMS & GENERAL AND SPECIAL RELEASE.  In
     consideration of the terms and provisions of this Agreement,
     Capellupo, on behalf of himself and his related individuals and
     entities including, but not limited to, his successors, assigns,
     attorneys, representatives, and any and all other related
     individuals and entities, does hereby release and discharge MDC and
     its respective predecessors, successors, assigns, attorneys,
     affiliated components and corporations, and their officers,
     directors, agents and employees from any and all claims,
     liabilities, costs and expenses (including, but not limited to,
     attorney's fees), damages, actions and causes of action, of whatever






<PAGE> 3


     kind or nature arising out of acts or omissions occurring before the
     execution of this Agreement (collectively referred to as "claims"),
     including, without limitation, any statutory, civil or
     administrative claim, claims based on this Agreement, claims arising
     from rights under federal, state, and local laws prohibiting
     discrimination on any basis (including age discrimination and
     alleged violation of the Age Discrimination in Employment Act), and
     common law claims of any kind, including, but not limited to,
     contract, tort, and property rights claims including, but not
     limited to, breach of contract, breach of the implied covenant of
     good faith and fair dealing, tortious interference with contract or
     current or prospective economic advantage, fraud, deceit, libel,
     slander, misrepresentation, defamation, infliction of emotional
     distress, and any other common law claim of any kind.
     Notwithstanding anything herein to the contrary, the Indemnification
     Agreement dated June 21, 1991, by and between MDC and Capellupo will
     survive this Agreement.

     The monies and other considerations outlined in paragraphs 3(a)
     through (k) herein, the sufficiencies of which are expressly
     acknowledged by Capellupo, are accepted by him in complete
     satisfaction of all claims, known or unknown, disputed or otherwise.

     In consideration of the terms and provisions of this Agreement, MDC,
     its successors, assigns, attorneys, representatives and any and all
     other related individuals and entities do hereby release and
     discharge Capellupo, and his respective predecessors, successors,
     assigns and attorneys from any and all claims, including, without
     limitation, any statutory, civil or administrative claim, claims
     based on, or arising out of, or related to the subject matter of the
     claims referred to in this Agreement, and common law claims of any
     kind, claims, including, but not limited to, breach of contract,
     breach of the implied covenant of good faith and fair dealing,
     tortious interference with contract or current or prospective
     economic advantage, fraud, deceit, libel, slander,
     misrepresentation, defamation, infliction of emotional distress, and
     any other common law claim of any kind.

5.     CONTINUING OBLIGATIONS.

     (a)     Acknowledgements by Capellupo.  Capellupo hereby
     acknowledges the following:

          (i)     MDC is engaged in, among other things, the business of
     researching, designing, developing, manufacturing, selling and
     distributing on a worldwide basis fighter and military transport
     aircraft, commercial aircraft, helicopters, missiles, satellite
     launch vehicles, and certain related and other businesses (the
     "Business").

          (ii)     In connection with the Business, MDC has expended a
     great deal of time, money and effort to develop and maintain the
     secrecy and confidentiality of substantial proprietary trade secret
     information and other confidential business information which, if
     misused or disclosed, could be very harmful to the Business and
     could cause MDC to lose its competitive edge in the marketplace.

<PAGE> 4

          (iii)     Capellupo desires to become entitled to receive the
     benefits contemplated by this Agreement but which MDC would not make
     available to him but for his signing and agreeing to abide by the
     terms of this Section 5.

          (iv)     Capellupo recognizes and acknowledges that his
     position with MDC provides him with access to certain of MDC's
     confidential and proprietary trade secret information and other
     confidential business information.

          (v)     MDC compensates its employees to, among other things,
     develop and preserve goodwill with its customers on MDC's behalf and
     business information for MDC's ownership and use.

          (vi)     Capellupo recognizes and acknowledges that MDC in all
     fairness would need certain protection in order to ensure that
     Capellupo does not appropriate and misuse any confidential
     information entrusted to him during the course of his employment
     with MDC, or take any other action which could result in a loss of
     MDC's goodwill that was generated on MDC's behalf and at its
     expense, and, more generally, to prevent Capellupo from having an
     unfair competitive advantage over MDC.

     (b)     Confidential Information.

          (i)     Capellupo agrees to keep secret and confidential, and
     not to use or disclose to any third parties, any of MDC's
     confidential and proprietary trade secret information or other
     confidential business information concerning the Business acquired
     by Capellupo during the course of, or in connection with, his
     employment with MDC.  MDC considers and treats as confidential
     (among other things) its engineering, design and technical data,
     computer software and programs, component sourcing and supply
     information, pricing policies, operational methods, strategic plans,
     internal financial information, research and development plans and
     activities, and business acquisition and expansion plans, and,
     except as provided herein, Capellupo agrees to treat such
     information as secret and confidential so long as such information
     does not become generally known to the public through no fault or
     wrongful act of Capellupo.

          (ii)     Capellupo acknowledges that any and all notes,
     records, sketches, computer diskettes and other documents obtained
     by or provided to him, or otherwise made, produced or compiled
     during the course of his employment with MDC, which contain any such
     confidential MDC information, regardless of the type of medium in
     which it is preserved, are the sole and exclusive property of MDC
     and shall be surrendered to MDC upon his retirement.










<PAGE> 5

     (c)     Post-Termination Restrictions.  Capellupo agrees that, at
     any time prior to the vesting or forfeiture of all restricted stock
     under the PARS agreements pursuant to paragraphs 3(e) and (f) or the
     vesting of deferred compensation pursuant of paragraph 3(j),
     Capellupo shall forfeit all rights (1) to vesting or otherwise
     receiving any restricted stock under the PARS agreements pursuant to
     paragraphs 3(e) and (f) and (2) to vesting and receipt of deferred
     compensation pursuant to paragraph 3(j) if he, on his own behalf or
     on behalf of any other person, firm, corporation or entity in the
     world:

          (i)     provides any services for any of MDC's significant
     competitors, suppliers or customers or provides any general
     business, technical or strategic consulting or planning with respect
     to the Business for any such companies.  Capellupo recognizes that
     such companies could benefit greatly if they were to obtain MDC's
     confidential information.  Capellupo may request permission to
     provide services to or consult with any company that may be included
     in the category of MDC's significant competitors, suppliers or
     customers.  The written denial or grant of such a request by MDC's
     President and CEO shall be conclusive and binding on the parties
     hereto.  The grant of such a request will not be unreasonably
     withheld, and if the request is granted, Capellupo will not be held
     in violation of this paragraph 5(c) for providing services to or
     consulting with such company in accordance with the terms of the
     request;

          (ii)     knowingly solicits, entices, induces, hires, employs
     or seeks to employ any salesperson, engineer, technician, manager or
     executive-level employee of MDC, who was employed by MDC on March
     31, 1996, to provide any services with respect to the Business; or

          (iii)     breaches or violates paragraphs 5(b), (d) or (e) or
     any MDC policy regarding confidentiality.

     (d)     Agreement to Refrain from Using Disparaging Comments.
     Capellupo shall indefinitely refrain, in writing and orally, from
     using examples or narrative which are derogatory of MDC, its present
     or former management, its policies or practices, etc.

     (e)     Agreement re Cooperation.  Capellupo agrees to readily and
     fully cooperate with MDC should it become necessary to develop
     factual bases to protect or defend MDC's business interests.  As
     such, among other matters yet to be directed, Capellupo will attend:
     ceremonies on April 3, 1996, at which he will be presented the
     Nimitz Award; a Navy panel in Pensacola, Florida, on May 10, 1996;
     and the June 7-10, 1996 Gathering of Eagles.  MDC shall pay for all
     expenses related to Capellupo's cooperation hereunder, including,
     but not limited to travel, lodging, and food.









<PAGE> 6

     (f)     Acknowledgement Regarding Restrictions.  Capellupo
     recognizes and agrees that the provisions of this Section 5 are
     reasonable and enforceable because, among other things, (1) he is
     receiving compensation under this Agreement and (2) there are many
     other areas in which, and companies for which, he could work in view
     of his background, and this paragraph 5 therefore does not impose
     any undue hardship on him.  He further recognizes and agrees that
     the provisions of this paragraph 5 are reasonable and enforceable in
     view of MDC's legitimate interests in protecting its confidential
     information and customer goodwill and the limitations contained
     therein on the duration and geographic scope of, and activities
     covered by, such provisions.

6.   SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit
     of and shall be binding upon the successors and assigns of the
     parties hereto, and each of them.  In the case of MDC, this
     Agreement is intended to release and inure to the benefit of MDC's
     affiliated components and corporations, their divisions and
     shareholders, officers, directors, agents, representatives,
     employees, and any and all other related individuals and entities,
     if any, individually as well as in the capacity indicated.

7.   INTEGRATION.  This Agreement constitutes a single, integrated
     written contract expressing the entire agreement of the parties to
     this Agreement concerning its subject matters.  No covenants,
     agreements, or warranties of any kind, whether express or implied in
     law or fact, have been made by any party to this Agreement, except
     as specifically set forth in this Agreement.  All prior and
     contemporaneous discussions and negotiations have been and are
     merged and integrated into, and are superseded by, this Agreement.

8.   MODIFICATIONS.  No modification, amendment or waiver of any of the
     provisions contained in this Agreement, or any future
     representation, promise, or condition in connection with the subject
     matter of this Agreement, shall be binding upon any party hereto
     unless made in writing and signed by such party or by a duly
     authorized officer or agent of such party.

9.   SEVERABILITY.  In the event that any provision of this Agreement
     should be held to be void, voidable, unlawful or for any reason
     unenforceable, the remaining portions of this Agreement shall remain
     in full force and effect.

10.  NON-ASSIGNMENT OF CLAIMS.  Capellupo and MDC each represent and
     warrant that he and it has not assigned or transferred any portion
     of the claims released herein to any other individual, firm,
     corporation, or other entity, and that no other individual, firm,
     corporation or other entity has any lien, claim or interest in any
     of such claims, including but not limited to, any claim or interest
     arising out of, related to or connected with the matters referenced
     herein.  Capellupo and MDC each covenant and agree not to bring,
     induce, or assist, in any claim, action or proceeding of any kind or
     nature against the other party, directly or indirectly, regarding,
     connected with, arising out of, or relating to in any manner the
     matters released by this Agreement and to indemnify the other party
     from and against all liability of any kind relating in any way to
     the activities described in this paragraph.

<PAGE> 7

11.  MISCELLANEOUS TERMS.  Each of the parties to this Agreement further
     represents, warrants, and agrees as follows:

     (a)     Each of the parties has had the opportunity to review this
     Agreement and seek advice on the advisability of making the
     settlement provided for herein and executing this Agreement,
     including the opportunity to consult with the legal counsel of the
     party's choice.  Capellupo acknowledges that he has been given the
     opportunity to consider settling the claims referenced herein, in
     accordance with the terms of this Agreement, for twenty-one (21)
     days, and that he may take as much of that time as he wants to
     consider the Agreement before signing it.  Capellupo also
     acknowledges that he may revoke this agreement within seven (7) days
     of the date he signs it, and that if he does not revoke the
     Agreement within seven (7) days, the Agreement will be effective,
     binding and enforceable;

     (b)     Each of the parties has read the Agreement carefully, knows
     and understands the contents thereof, and has made such
     investigation of the facts pertaining to the settlement and this
     Agreement and of all matters pertaining hereto as it deems necessary
     or desirable;

     (c)     The terms of this Agreement are contractual and result from
     discussions between the parties;

     (d)     Each party agrees that such party will not take any action
     which would interfere with the performance of this Agreement by any
     of the parties hereto or which would adversely affect the status of
     the rights provided for, or the claims surrendered, herein; and

     (e)     In entering into this Agreement and the settlement provided
     for herein, the parties, and each of them, acknowledge that this
     Agreement is intended to be final and binding between MDC and
     Capellupo, and is further intended to be effective as a full and
     final accord and satisfaction between them.  Each party relies on
     the finality of this Agreement as a material factor inducing that
     party's execution of this Agreement.

12.  SETTLEMENT.  The parties hereto acknowledge and covenant that this
     Agreement represents a settlement of disputed rights and claims and
     that by entering into this Agreement, no party hereto admits or
     acknowledges the existence of any liability or wrongdoing, all such
     liability being expressly denied.  No provision of this Agreement,
     or of any related document, shall be construed as an admission or
     concession of liability, of any wrongdoing or of any preexisting
     liability.











<PAGE> 8


13.  CONFIDENTIALITY.  Capellupo and MDC agree that the existence, fact,
     terms, or provisions of or information concerning this Agreement
     shall remain confidential and shall not be disclosed to the mass
     media or the press, or to any person, firm, corporation, or other
     entity (collectively referred to as "any person") with the sole and
     exclusive exceptions of:  (a) as required by any governmental agency
     or court, or otherwise required by law, so long as the party being
     compelled to disclose provides the other party with written notice
     of such requirement fifteen (15) days prior to the required
     disclosure; (b) to Capellupo's attorney or accountant as may be
     required for the rendition of professional services, so long as any
     such attorney or accountant is informed of this confidentiality
     agreement prior to the disclosure of information protected by it and
     agrees to abide by its terms; (c) to a limited number of MDC
     employees tasked with implementation of the terms of the Agreement;
     (d) to a Court(s) of competent jurisdiction should either party be
     required to enforce any provisions hereunder or to sue for beach;
     and (e) to Capellupo's prospective employers on a very limited
     basis.  In the unlikely event that Capellupo is requested or
     required to share the particulars of this Agreement with prospective
     employers, MDC shall be notified prior to any proposed disclosure
     and shall narrowly tailor and limit the scope of such
     communications.

14.  GOVERNING LAW.  This Agreement shall be construed in accordance with
     the laws of the State of Missouri.

     IN WITNESS WHEREOF, the parties hereto have approved and executed
     this Agreement on the date(s) specified below.


/s/ John P. Capellupo
------------------------------------               March 7, 1996
John P. Capellupo


/s/ Harry C. Stonecipher
------------------------------------               March 7, 1996
McDonnell Douglas Corporation
By:  Harry C. Stonecipher
     President & CEO