September 6, 2024

Robert K. Ortberg
Chief Executive Officer
The Boeing Company
929 Long Bridge Drive
Arlington, Virginia 22202

       Re: The Boeing Company
           Registration Statement on Form S-4
           Filed August 12, 2024
           File No. 333-281498
Dear Robert K. Ortberg:

     We have conducted a limited review of your registration statement and have
the following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4 Filed August 12, 2024
Cover Page

1.     The disclosure in the second paragraph covering the merger consideration
is difficult to
       follow. Consider providing an illustrative example(s), perhaps in
tabular format, of the
       number of Boeing shares that will be issued for one share of Spirit
based on the variations
       described. Discussing quotients, greater or less than prices,
volume-weighted average
       prices, and number of trading days, while technically necessary,
obscures the ability of a
       reader to understand what exactly they are receiving in the merger.
Please revise.
Questions and Answers
Q: What happens if the Merger is not completed?, page 7

2.     Please revise the Q&A to disclose which of the most material conditions
of the Merger
       are able to be waived. Further, please revise the risk factor "Boeing
and Spirit may waive
       one or more of the conditions to the Closing without resoliciting
stockholder approval of
 September 6, 2024
Page 2

       the Merger Agreement Proposal and may terminate the Merger Agreement
even if it has
       been adopted by Spirit Stockholders" on page 37 to describe what kinds
of conditions
       could be waived and the negative effects it could have.
The Merger
Background of the Merger, page 65

3.     We note that David Calhoun, your former President and Chief Executive
Officer and who
       participated in the Merger negotiations between Boeing and Spirit, was
succeeded by
       Robert Ortberg in August 2024. We also note your disclosures on pages 80
and 86 that the
       Boeing Board considered Patrick Shanahan, Spirit   s President and Chief
Executive
       Officer, as a candidate for the role of your President and Chief
Executive Officer. Please
       revise to elaborate on this succession process, including when and how
Robert Ortberg
       was elected over Patrick Shanahan and any potential or actual conflicts
when negotiating
       the Merger. Further, please revise the    Executive Officers of the
Registrant    section to
       briefly discuss the specific experience, qualifications, attributes or
skills that led to the
       conclusion that Robert Ortberg should serve as your director. Refer to
Item 401(e) of
       Regulation S-K.
4.     We note your disclosures in this section that the Spirit Board
considered and discussed
       Spirit   s potential divestiture to Airbus Group of certain facilities
and operations that
       support Airbus programs, including the potential impact thereof on a
potential strategic
       transaction with Boeing. We also note that it is a closing condition
that Spirit complete the
       divestiture of the Spirit Airbus Business. Please revise to elaborate on
why the Spirit
       Board and Boeing Board considered this divestiture to be material to the
Merger.
Recommendation of the Spirit Board and Its Reasons for the Merger, page 91

5.     We note your disclosure here that the Spirit Board considered    Spirit
 s standalone
       strategic plan and related financial projections.    We also note your
disclosure on page 69
       regarding certain financial information    reflecting Spirit   s view as
to its financial outlook
       and prospects    that were prepared in February 2024. Please revise to
clarify whether these
       referenced financial projections are materially the same as the
projections included in the
       registration statement on pages 96 through 99, and clearly use defined
terms. If the
       projections are materially different, please explain these differences,
what changes were
       made and why.
Spirit Unaudited Forecasted Financial Information, page 96

6.     We note your disclosures in paragraphs 1 and 2 of page 97 that certain
important factors
       may adversely affect your projections. Please expand the discussion of
your material
       assumptions underlying the projections, quantifying where applicable.
Additionally,
       please revise to provide detailed quantitative disclosure describing the
basis for your
       projected net revenues and the factors or contingencies that would
affect such growth
       ultimately materializing.
7.     We note that your financial projections present five years of forecasts.
Please revise to
       discuss the basis of the projections and if the forecasts reflect more
than assumptions
       about growth rates.
 September 6, 2024
Page 3
Information About Boeing
Security Ownership of Certain Beneficial Owners and Management, page 271

8.     Please add a table that reflects the ownership of Boeing after the
transaction.
General

9.     Please furnish the information required by Item 9 of Form S-4.

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at
202-551-3397 with any
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing
cc:   Robert M. Hayward, P.C.