<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-6(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 0-11
(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
EMPLOYEES URGED TO VOTE THEIR SHARES
The annual McDonnell Douglas Shareholders Meeting will be held in St.
Louis on April 22. Proxy materials for the meeting have been mailed
to all teammates who own McDonnell Douglas stock through
participation in the Employee Savings, Investment and Thrift Plans,
and the Employee Payroll Stock Ownership Plan.
As shareholders, these employees are entitled to vote on the issues
described in the proxy statement. All shareholders have the same
number of votes as they have shares.
In order for their vote to be included in the count, employees must
sign and return their voter instruction cards. These cards must be
received by April 19.
<PAGE> 3
April 13, 1994
Securities and Exchange Commission
Operations Center
Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Preliminary Proxy 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 an article which will
appear no later than April 15, 1994 in the "Payloader 2"
employee newsletter relating to employees exercising their
voting rights.
Copies of the announcements are also being mailed to
the New York and Pacific Stock Exchanges today. If you have
any questions, 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)
