<PAGE>
<PAGE> 1 SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
X Filed by the registrant
__ Filed by a party other than the registrant
__ Preliminary proxy statement
__ Definitive proxy statement
X Definitive additional materials
__ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
McDonnell Douglas Corporation
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(Name of Registrant as Specified in Its Charter)
Steven N. Frank
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
__ $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-(j)(2)
__ $500 per each party to controversy pursuant to Exchange Act Rule
14a-6(i)(3)
__ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11
(1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- -----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------------
X Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
$125.00
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(2) Form, schedule or registration statement no.:
PRE 14A - Preliminary Proxy Statement
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(3) Filing party:
McDonnell Douglas Corporation
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(4) Date filed:
March 4, 1994
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<PAGE> 2
VOTE YOUR SHARES
April 5, 1994
To All Shareholder Teammates:
The deadline for returning shareholder voter instruction cards is
rapidly approaching. Teammates who own MDC shares through the employee
savings and stock ownership plans must return their cards by April 19 for
their votes to be counted.
If you don't vote your own shares, others will vote them for you.
Under the plans' rules, the trustee votes all the shares owned through
the plans in the same proportion for, against and in abstention as votes
cast by teammates who return their voter instruction cards before the
deadline.
This means that those who vote actually determine the votes for all
the shares owned through these plans.
More than 70 percent of teammates have a right to vote through their
participation in the employee savings and stock ownership plans. Yet fewer
than 32 percent voted their shares last year.
Don't let others vote for you. I urge you to sign and return the voter
instruction card in the postage-paid envelope which was sent with the 1994
Proxy Statement by April 19.
/s/ John F. McDonnell
Chairman and Chief Executive Officer
<PAGE> 3
Attachment I
The following message will appear on employees' paycheck stubs on April 8,
1994 and April 15, 1994
Reminder--Your Vote Counts: we encourage you to promptly return your
proxy/voter card for the Annual Shareholders Meeting. To obtain a meeting
admittance ticket, please submit a written request including name, address
and employee number to Shareholder Services, M/C 1001240.
<PAGE> 4
Law Department
April 1, 1994
Securities and Exchange Commission
Operations Center
Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Proxy Solicitation Materials for McDonnell Douglas
Corporation's 1994 Annual Meeting of Shareholders
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b), enclosed (via EDGAR transmission)
please find a copy of the following solicitation materials: (i) an
announcement relating to employees exercising their voting rights, which
will be distributed and made electronically available to McDonnell Douglas
employees and (ii) an employee paycheck stub announcement.
Copies of the announcements are also being mailed to the New York
and Pacific Stock Exchanges today. If you have any questions
regarding the enclosed material, please call me at (314) 232-2158.
Very truly yours,
/s/ Eric R. Fencl
Eric R. Fencl
Counsel
cc: New York Stock Exchange (5 copies of enclosure)
Pacific Stock Exchange (4 copies of enclosure)
