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Filed Pursuant to
Rule 424(b)(3)
File No. 33-58989
PRICING SUPPLEMENT NO. 39 DATED
January 22, 1997 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): January 27, 1997
Stated Maturity Date: January 27, 2010
Interest Rate: 7.22%
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: 58017DEY2
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $20,000,000 aggregate principal amount
of Notes that are being purchased, as principal, by Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") 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 Merrill Lynch. Net
proceeds payable by Merrill Lynch to McDonnell Douglas Finance Corporation (the
"Company") will be 99.436% of the aggregate principal amount of the Notes, or
$19,887,200 before deduction of expenses payable by the Company. In connection
with the sale of the Notes, Merrill Lynch may be deemed to have received
compensation from the Company in the form of underwriting discounts in the
amount of .564% or $112,800.<PAGE>
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RECENT DEVELOPMENTS
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.
On January 15, 1997, the Company's Pricing Committee authorized the
issuance and sale from time to time of up to an additional $250,000,000
aggregate initial offering price of the Company's Series X Medium-Term Notes
Due Nine Months or More From Date of Issue, increasing the overall size of
the Company's Series X Medium-Term Note program from $500,000,000 to
$750,000,000.
