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Filed Pursuant to
Rule 424(b)(3)
File No. 33-58989
PRICING SUPPLEMENT NO. 33 DATED
December 13, 1996 TO PROSPECTUS
DATED June 15, 1995 AND PROSPECTUS
SUPPLEMENT DATED June 15, 1995
McDONNELL DOUGLAS FINANCE CORPORATION
Series X Medium-Term Notes
Due Nine Months or More From Date of Issue
Except as set forth herein, the Series X Medium-Term Notes offered hereby (the
"Notes") have such terms as are described in the accompanying Prospectus dated
June 15, 1995, as amended and supplemented by the Prospectus Supplement dated
June 15, 1995 (the "Prospectus").
Aggregate Principal Amount: $20,000,000
Original Issue Date
(Settlement Date): December 18, 1996
Stated Maturity Date: December 18, 2012
Interest Rate: 7.375%
Interest Payment Dates: March 15 and September 15 commencing March 15, 1997
Type of Notes Issued: [X] Senior Notes [X] Fixed Rate Notes
[ ] Subordinated Notes [ ] Floating Rate Notes
Optional Redemption: [ ] Yes
[X] No
Form of Notes Issued: [X] Book-Entry Notes
[ ] Certificated Notes
CUSIP Number: 58017DES5
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $20,000,000 aggregate principal amount
of Notes that are being purchased, as principal, by PaineWebber Incorporated
("PWI") for resale to one or more investors at varying prices related to
prevailing market conditions at the time or times of resale as determined by
PWI. Net proceeds payable by PWI to McDonnell Douglas Finance Corporation (the
"Company") will be 99.401% of the aggregate principal amount of the Notes, or
$19,880,200 before deduction of expenses payable by the Company. In connection
with the sale of the Notes, PWI may be deemed to have received compensation from
the Company in the form of underwriting discounts in the amount of .599% or
$119,800.
On December 15, 1996, The Boeing Company and McDonnell Douglas Corporation
jointly announced that the companies have signed a definitive agreement whereby
McDonnell Douglas will merge with Boeing in a stock-for-stock transaction. The
transaction is subject to approval by the shareholders of both companies and
certain regulatory agencies.
