MCDONNELL DOUGLAS CORP
8-K, 1996-08-02
AIRCRAFT
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                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C.  20549
                                     
                             ----------------
                                 FORM 8-K
                                     
                                     
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                                     

Date of Report (Date of earliest event reported):  August 2, 1996

                    McDonnell Douglas Corporation
- ------------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)
                                     
                                     
   Maryland                       1-3685            43-0400674
- ------------------------------------------------------------------
State or Other Jurisdiction     (Commission      (IRS Employer
of Incorporation)                File Number)    Identification No.)
                                     

Post Office Box 516, St. Louis, Missouri                63166-0516
- ------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)




                          (314) 232-0232
                   -----------------------------
                   Registrant's Telephone Number























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              INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.


On August 2, 1996, Registrant issued the press release filed as an
exhibit hereto, which is incorporated herein in accordance with General
Instruction F to Form 8-K.

                                 EXHIBITS


Exhibit No.

    99           Press Release










                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.



                             MCDONNELL DOUGLAS CORPORATION




August 2, 1996                By: /s/ Steven N. Frank
- ---------------                 ---------------------------------
  (Date)                       Steven N. Frank
                               Vice President, Associate General Counsel
                               and Secretary



                                                                 
<PAGE>
   
                                                         Exhibit 99


                 MCDONNELL DOUGLAS AND U.S. NAVY
               AGREE TO SETTLEMENT ON T-45 CLAIMS

     St. Louis, Aug. 2, 1996 -- McDonnell Douglas today announced
that it has agreed with the Navy to settle the T-45 claims and
appeal pending in the Armed Services Board of Contract Appeals.

     Under the agreement, subject to Congressional notification,
the Navy will pay McDonnell Douglas $209 million by September 30,
1996, or the agreement will expire.

     The agreement also provides for the resolution of several
contract issues and the conclusion of certain current business
arrangements in a manner which overall the company considers
favorable and in the best interests of McDonnell Douglas and the
Navy.

     Based on current understandings, McDonnell Douglas expects
to record a charge to pre-tax earnings of approximately $14
million in the third quarter of 1996 in connection with the
settlement and the resolution of such contract issues.  After
supplier payyments, the agreement is expected to result in
favorable cash impacts aggregating approximately $169 million for
the period.






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