September 5, 2019

Gregory D. Smith
Chief Financial Officer
Boeing Co.
100 N. Riverside Plaza
Chicago, IL 60606-1596

       Re: Boeing Co.
           Form 10-K for the Year Ended December 31, 2018
           Filed February 8, 2019
           Form 10-Q for the Quarterly Period Ended June 30, 2019
           Filed July 24, 2019
           File No. 001-00442

Dear Mr. Smith:

       We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2018

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Consolidated Results of Operations and Financial Condition, page 18

1.    Please revise your comparative discussion of year-to-year changes in
income statement
      categories to quantify each change identified. For example, your
discussion of
      2018 revenues versus 2017 states, "Revenues in 2018 increased by $7,122
million or 8%
      compared with 2017 due to higher revenues at BCA, BDS, and BGS. BCA
revenues
      increased by $2,701 million due to higher 737 and 787 deliveries and
favorable 737 and
      787 model mix, which more than offset lower 777 and 747 deliveries." In
that regard,
      please revise either in narrative or tabular form to provide more
insights such as the
      changes in both total revenue and related quantities by model number in
your entire
 Gregory D. Smith
FirstName LastNameGregory D. Smith
Boeing Co.
Comapany 5, 2019
September NameBoeing Co.
September 5, 2019 Page 2
Page 2
FirstName LastName
         discussion and analysis . This revision also applies to your future
Forms 10-Q.
Form 10-Q for the Quarterly Period Ended June 30, 2019

Note 11 - Commitments and Contingencies
737 MAX Grounding, page 15

2.       We note from your disclosure here that, while you have suspended
deliveries of the 737
         MAX during the grounding, you have continued production at a reduced
rate. You have
         disclosed here that the resulting impacts, which were reflected in the
first quarter,
         increased costs to produce aircraft included in the current accounting
quantity by $1,748
         and reduced 737 program and overall BCA segment margins. We also note
your
         disclosure on page 16 that the grounding has reduced revenues,
operating earnings and
         cash flows during the first quarter of 2019 and will continue to
adversely affect results
         until deliveries resume and production rates increase, you are unable
at this time to
         reasonably estimate potential additional financial impacts or a range
of loss, beyond the
         $5.6 billion charge to earnings because any such estimate would depend
on many factors,
         including the ongoing status of the accident investigations and the
timing and conditions
         surrounding a return to service. Please explain to us in detail or
revise to quantify the
         additional impact to revenues, operating earnings, and cash flows
during the income
         statement periods presented especially resulting from non-delivery at
this stage.
3.       Please revise your discussion of your reduced production rate to
include factors which
         may limit your ability to continue production of the 737 MAX.
Specifically address how
         your storage capacity may limit the number of aircraft you can
manufacture.
4.       We note the table on page 43 appears to indicate revised cumulative
firm orders of 11.840,
         a decrease of 180 aircraft from prior year end. Please tell us whether
any portion of this
         decrease is related to cancellations in response to the grounding of
the 737 MAX. If so,
         please clarify by disclosing the number of cancellations due to
grounding and the
         corresponding impact to lost revenues and earnings in aggregate and by
fiscal year.
5.       We note from news media reports on June 8, 2019 that Flyadeal, Saudi
Arabian Airlines
         Corp.'s budget airline, has cancelled their full order of $5.9 billion
dollars of 30 737
         MAX's with an option for 20 more in favor of Airbus. We did not note a
press release
         furnished on Form 8-K related to this significant order cancellation
related specifically to
         the issues with the 737 MAX. Please tell us how you determined that a
current report on
         Form 8-K is not considered necessary in this situation.
6.       We note your disclosure in the last paragraph in this Note that you
describe the $5.6
         billion charge as representing "estimated potential concessions and
other considerations to
         customers for disruptions related to the 737 MAX grounding and
associated delivery
         delays." You state on page 16 that the charge was reflected as
reduction of revenues, other
         current assets and accrued liabilities. In this regard, explain to us
the facts and
         circumstances leading to the estimated customer concessions and other
considerations'
 Gregory D. Smith
Boeing Co.
September 5, 2019
Page 3
         amount as well as how a portion of the charge was capitalized as
"other current asset".
         Please tell us and disclose the breakout of the charge among reduction
of revenues, other
         current asset and accrued liabilities.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Amy Geddes at 202-551-3304 or Andrew Mew at 202-551-3377
if you
have questions regarding comments on the financial statements, related matters,
or any other
questions.



FirstName LastNameGregory D. Smith                            Sincerely,
Comapany NameBoeing Co.
                                                              Division of
Corporation Finance
September 5, 2019 Page 3                                      Office of
Transportation and Leisure
FirstName LastName