S-8

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As filed with the Securities and Exchange Commission on July 21, 2000.

Registration No. 333-     

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	91-0425694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7755 East Marginal Way South
Seattle, Washington 98108
(Address of principal executive offices, including zip code)

THE BOEING COMPANY 1997 INCENTIVE STOCK PLAN
(Full title of the plan)

JAMES C. JOHNSON
Vice President, Corporate Secretary and Assistant General Counsel
The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108
(206) 655-2505

(Name, address and telephone number, including area code, of agent for service)

Copy to:

J. SUE MORGAN
Perkins Coie LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099

CALCULATION OF REGISTRATION FEE

Title of Securities to Be Registered	Number to Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $5.00 per share	31,000,000	$43.9375	$1,362,062,500	$359,584.50

(1)

Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to such employee benefit plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant's outstanding Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. The price per share is estimated to be $43.9375 based on the average of the high sales price ($44.4375) and the low sales price ($43.4375) for the Registrant's Common Stock as reported on the New York Stock Exchange on July 17, 2000.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

    The following documents are hereby incorporated by reference in this Registration Statement:

(a)

The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed with the Securities and Exchange Commission (the "Commission"), on March 8, 2000, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;



(b)

All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and



(c)

The description of the Registrant's Common Stock contained in its Current Report on Form 8-K dated January 30, 1998, under Section 13 or 15(d) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Item 5. Interest of Named Experts and Counsel

    The opinion of counsel as to the legality of the securities that may be issued under the Plan is given by Kathryn A. Brown, Assistant Corporate Secretary and Counsel for the Registrant, who owns 350 shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers

    Article VII, Section 4 of the Registrant's By-Laws provides for indemnification of the Registrant's directors and officers to the full extent permitted under Delaware law.

    Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation in a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with the respect to any criminal action, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

    Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation

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of law, (iii) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.

    Article Twelfth of the Registrant's Restated Certificate of Incorporation provides that, to the full extent that Delaware law permits the limitation or elimination of the liability of directors, a director of the Registrant will not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.

    Officers and directors of the Registrant are covered by insurance that, with certain exceptions and within certain limitations, indemnifies them against losses and liabilities arising from any alleged "wrongful act," including any alleged error or misstatement, misleading statement, wrongful act or omission, neglect or breach of duty, in their capacities as such.

Item 8. Exhibits

Exhibit Number	Description
5.1	Opinion of counsel regarding legality of the Common Stock being registered
15.1	Letter regarding unaudited interim financial information
23.1	Consent of Deloitte & Touche LLP (see page II-6)
23.2	Consent of counsel (included in Exhibit 5.1)
24.1	Power of Attorney (see Signature Page)
99.1	The Boeing Company 1997 Incentive Stock Plan

Item 9. Undertakings

A.  The undersigned Registrant hereby undertakes:

(1)

To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:



(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");



(b)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and



(c)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (l)(a) and (l)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

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B.  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia, on June 26, 2000.

THE BOEING COMPANY
By:	/s/ PHILIP M. CONDIT Philip M. Condit Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Philip M. Condit and Michael M. Sears, or either of them, his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 26, 2000.

Signature	Title
/s/ PHILIP M. CONDIT Philip M. Condit	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ HARRY C. STONECIPHER Harry C. Stonecipher	President, Chief Operating Officer and Director
/s/ MICHAEL M. SEARS Michael M. Sears	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ LAURETTE T. KOELLNER Laurette T. Koellner	Vice President and Corporate Controller (Principal Accounting Officer)
/s/ JOHN H. BIGGS John H. Biggs	Director

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/s/ JOHN E. BRYSON John E. Bryson	Director
/s/ KENNETH M. DUBERSTEIN Kenneth M. Duberstein	Director
/s/ JOHN B. FERY John B. Fery	Director
/s/ PAUL E. GRAY Paul E. Gray	Director
/s/ JOHN F. MCDONNELL John F. McDonnell	Director
/s/ CHARLES M. PIGOTT Charles M. Pigott	Director
/s/ LEWIS E. PLATT Lewis E. Platt	Director
/s/ ROZANNE L. RIDGWAY Rozanne L. Ridgeway	Director
/s/ JOHN M. SHALIKASHVILI John M. Shalikashvili	Director

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[Letterhead of Deloitte & Touche LLP]

INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Shareholders
The Boeing Company
Seattle, Washington

    We consent to the incorporation by reference in this Registration Statement of The Boeing Company on Form S-8 of our report dated January 28, 2000, incorporated by reference in the Annual Report on Form 10-K of The Boeing Company for the year ended December 31, 1999.

/s/ Deloitte & Touche LLP

July 17, 2000

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INDEX TO EXHIBITS

Exhibit Number	Description
5.1	Opinion of counsel regarding legality of the Common Stock being registered
15.1	Letter regarding unaudited interim financial information
23.1	Consent of Deloitte & Touche LLP (see page II-6)
23.2	Consent of counsel (included in Exhibit 5.1)
24.1	Power of Attorney (see Signature Page)
99.1	The Boeing Company 1997 Incentive Stock Plan

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS

EX-5.1

Exhibit 5.1

[Letterhead of The Boeing Company]

July 20, 2000

The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108

Re:  Registration Statement on Form S-8

Gentlemen and Ladies:

As Counsel of The Boeing Company (the "Company"), I have acted as counsel in connection with the Registration Statement on Form S-8 which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to 31,000,000 shares of common stock, $5.00 par value, of the Company (the "Shares"), which may be issued pursuant to The Boeing Company 1997 Incentive Stock Plan (the "Plan").

I have examined the Registration Statement and a copy of the Restated Certificate of Incorporation of the Company and any amendments thereto to date, a copy of the By-Laws of the Company as amended to date, and such resolutions of the Board of Directors of the Company and other documentation as I have deemed necessary for the purpose of this opinion.

Based upon and subject to the foregoing, I am of the opinion that the Shares that may be issued by the Company pursuant to the Plan as original issuance shares, upon the due execution by the Company and registration by its registrar of the Shares and the issuance thereof by the Company in accordance with the terms of the Plan, and the receipt of consideration therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Interests of Named Experts and Counsel" in the Registration Statement.

Very truly yours,

/s/ KATHRYN A. BROWN Kathryn A. Brown
Assistant Corporate Secretary
and Counsel

EX-15.1

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EX-99.1