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Larry McCracken
McDonnell Douglas
(314) 233-8957

McDonnell Douglas

FOR IMMEDIATE RELEASE

97-156

MCDONNELL DOUGLAS SHAREHOLDERS APPROVE MERGER WITH BOEING

ST. LOUIS, July 25, 1997 -- McDonnell Douglas Corporation's (NYSE: MD) shareholders voted today to approve the merger with The Boeing Company (NYSE: BA). The vote count in favor of the merger announced at the meeting was 75.8 percent of the 210 million shares outstanding. A two-thirds vote was required.

The merger received regulatory approval by the U.S. Federal Trade Commission on July 1 and is expected to receive European Commission approval by July 30. The merger is scheduled to close on Aug. 1, with the first day of operations for the new Boeing Company on Aug. 4.

Friday's meeting was the last shareholder meeting for both the McDonnell Douglas Corporation and its chairman, John F. McDonnell, who is retiring on July 31.

In addressing the shareholders of the aerospace giant founded by his father in 1939, McDonnell said, "Today fulfills the goal I set for our company when I became chairman: to become the pre-eminent aerospace company in the world.

"Although today is a day tinged with sadness, there is no doubt in my mind that our merger with Boeing represents the best, even the ideal, solution for our customers, teammates and shareholders. We are surrendering our independence to be part of something greater -- a new company that has the potential to become the first and only pre-eminent aerospace company in the history of aviation," he told the crowd of 750 shareholders and employees.

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