UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

Bureau of Competition

July 1, 1997

Marc G. Schildkraut, Esquire
Howrey & Simon
1299 Pennsylvania Ave., N.W.
Washington, D.C. 20004-2402

Re: Proposed Acquisition of McDonnell Douglas Corporation by The Boeing Company, File No. 971-0051

Dear Mr. Schildkraut:

The Commission has conducted an investigation to determine whether the proposed acquisition of McDonnell Douglas by The Boeing Company may violate Section 7 of the Clayton Act or Section 5 of the Federal Trade Commission Act.

Upon further review of this matter, it now appears that no further action is warranted by the Commission at this time. Accordingly, pursuant to authority delegated by the Commission, 49 Fed. Reg. 6171 (1984), the investigation has been closed. This action is not to be construed as a determination that a violation may not have occurred, just as the pendency of an investigation should not be construed as a determination that a violation has occurred. The Commission reserves the right to take further action as the public interest may require.

Sincerely yours,

William J. Baer
Director

UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

Bureau of Competition

July 1, 1997

Benjamin S. Sharp, Esquire
Perkins Coie
607 - 14th St., NW, Ste. 800
Washington, D.C. 20005-2011

Re: Proposed Acquisition of McDonnell Douglas Corporation by The Boeing Company, File No. 971-0051

Dear Mr. Sharp:

The Commission has conducted an investigation to determine whether the proposed acquisition of McDonnell Douglas by The Boeing Company may violate Section 7 of the Clayton Act or Section 5 of the Federal Trade Commission Act.

Upon further review of this matter, it now appears that no further action is warranted by the Commission at this time. Accordingly, pursuant to authority delegated by the Commission, 49 Fed. Reg. 6171 (1984), the investigation has been closed. This action is not to be construed as a determination that a violation may not have occurred, just as the pendency of an investigation should not be construed as a determination that a violation has occurred. The Commission reserves the right to take further action as the public interest may require.

Sincerely yours,

William J. Baer
Director