<PAGE>

       AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON APRIL 20, 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          (I.R.S. Employer
               organization)                              Identification No.)



                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
          (Address of principal executive offices, including zip code)

                1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                    THE BOEING COMPANY VOLUNTARY SAVINGS PLAN

                BAO DEFERRED COMPENSATION VOLUNTARY SAVINGS PLAN

                         BAO RETIREMENT AND SAVINGS PLAN

    VOLUNTARY SAVINGS PLAN FOR BAO AIRCRAFT AND TRAINER OPERATIONS EMPLOYEES

            VOLUNTARY SAVINGS PLAN FOR BAO FLORIDA I. A. M. EMPLOYEES

                     BOEING - IRVING VOLUNTARY SAVINGS PLAN

                     BOEING - CORINTH VOLUNTARY SAVINGS PLAN

                 BOEING - OAK RIDGE, INC. VOLUNTARY SAVINGS PLAN
                            (Full title of the plans)

                                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


===============================================================================

<PAGE>

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

----------------------------------------- ---------------- ---------------------- --------------------- --------------------
<S>                                        <C>              <C>                    <C>                  <C>
                                                             Proposed Maximum       Proposed Maximum
          Title of Securities              Number to Be     Offering Price Per     Aggregate Offering        Amount of
            to Be Registered               Registered(1)         Share(3)                Price          Registration Fee(2)
Common Stock, par value $5.00 per share
   1992 Stock Option Plan for
     Non-Employee Directors...........          300,000          $  34.6875         $   10,406250.00         $  2,747.25
   The Boeing Company Voluntary
     Investment Plan..................       20,000,000          $  34.6875         $ 693,750,000.00         $183,150.00
   BAO Deferred Compensation Voluntary
   Savings Plan..................                29,000          $  34.6875         $   1,005,937.50         $    265.57
   BAO Retirement and Savings Plan....           53,000          $ 334.6875         $   1,838,437.50         $    485.35
   Voluntary Savings Plan for BAO
     Aircraft and Trainer Operations
     Employees........................           44,000          $  34.6875         $   1,526,250.00         $    402.93
   Voluntary Savings Plan for BAO
     Florida I. A. M. Employees.......           16,000          $  34.6875         $     555,000.00         $    146.52
   Boeing - Irving Voluntary
     Savings Plan.....................          255,000          $  34.6875         $   8,845,312.50         $  2,335.16
   Boeing - Corinth Voluntary
     Savings Plan.....................          156,000          $  34.6875         $   5,411,250.00         $  1,428.57
   Boeing - Oak Ridge, Inc. Voluntary
     Savings Plan.....................           56,000          $  34.6875         $   1,942,500.00         $    512.82
                                          ---------------- ---------------------- --------------------- --------------------
         TOTAL........................       20,909,000                             $ 725,280,937.50         $191,474.17

   Less Value of Shares carried
   forward(2).........................                                              ($ 88,642,518.75)        ($23,401.63)
                                                                                                        --------------------
   Registration fee due...............                                                                       $168,072.54
----------------------------------------- ---------------- ---------------------- --------------------- ====================

</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans described
herein.

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

(2)  Pursuant to Instruction E to Form S-8, this registration statement carries
     forward the registration of $88,642,518.75 in value of the registrant's
     Common Stock from the registrant's Registration Statement on Form S-8
     (Registration No. 333-16363) filed with the Commission on November 20, 1996
     (the "1996 Registration Statement") for the registrant's Boeing North
     American Salaried Voluntary Savings Plan, Boeing North American Savings
     Plan for Certain Employees, and Boeing North American Salaried Voluntary
     Savings Plan for Certain Represented Hourly Employees, which were merged
     into The Boeing Company Voluntary Investment Plan described herein
     effective May 1, 1999. Based on the Proposed Maximum Offering Price Per
     Share (see footnote 3) of $34.6875, registration of 2,555,460 shares is
     carried forward from the 1996 Registration Statement.

(3)  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 $34.6875 based on the average of the
     high sales price ($35.0625) and the low sales price ($34.3125) for the
     registrant's Common Stock as reported on the New York Stock Exchange on
     April 18, 2000.

                                       2


<PAGE>

                                     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 Plans is given by James C. Johnson, Vice President, Corporate
Secretary and Assistant General Counsel for the Registrant. Mr. Johnson owns
approximately 1,700 shares of the Registrant's Common Stock as well as stock
units granted under various incentive plans of the Registrant.

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

                                      II-1


<PAGE>

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 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

<TABLE>
<CAPTION>

       EXHIBIT NUMBER                                             DESCRIPTION
-----------------------    -----------------------------------------------------------------------------
          <S>                 <C>
            5.1               Opinion of counsel regarding legality of the Common Stock being registered

           23.1               Consent of Deloitte & Touche LLP (see page II-8)

           23.2               Consent of counsel (included in Exhibit 5.1)

           24.1               Power of Attorney (see Signature Page)

</TABLE>

         The Registrant hereby undertakes that it will submit or has submitted
each of the plans subject to this Registration Statement (other than the 1992
Stock Option Plan for Non-Employee Directors) and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS as necessary in order to qualify the plans under
Section 401 of the Internal Revenue Service Code.

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");


                                      II-2
<PAGE>

                  (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.

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.

                                      II-3


<PAGE>




                                   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 Seattle, State of Washington, on April 19, 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 Deborah C. Hopkins, or any 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 April 19, 2000.

<TABLE>
<CAPTION>

                    SIGNATURE                                                   TITLE
<S>                                                       <C>
               /s/ Philip M. Condit                       Chairman of the Board and Chief Executive Officer
-------------------------------------------------                   (Principal Executive Officer)
                 Philip M. Condit

             /s/ Harry C. Stonecipher                     President, Chief Operating Officer and Director
-------------------------------------------------
               Harry C. Stonecipher

              /s/ Deborah C. Hopkins                      Senior Vice President and Chief Financial Officer
-------------------------------------------------                   (Principal Financial Officer)
                Deborah C. Hopkins

             /s/ Laurette T. Koellner                          Vice President and Corporate Controller
-------------------------------------------------                   (Principal Accounting Officer)
               Laurette T. Koellner

                 /s/ John H. Biggs                                            Director
-------------------------------------------------
                  John H. Biggs

                /s/ John E. Bryson                                            Director
-------------------------------------------------
                  John E. Bryson
</TABLE>


                                      II-4

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                           <C>
             /s/ Kenneth M. Duberstein                                        Director
-------------------------------------------------
              Kenneth M. Duberstein

                 /s/ John B. Fery                                             Director
-------------------------------------------------
                   John B. Fery

                 /s/ Paul E. Gray                                             Director
-------------------------------------------------
                   Paul E. Gray

               /s/ John F. Mcdonnell                                          Director
-------------------------------------------------
                John F. McDonnell

               /s/ William J. Perry                                           Director
-------------------------------------------------
                 William J. Perry

               /s/ Charles M. Pigott                                          Director
-------------------------------------------------
                Charles M. Pigott

                /s/ Lewis E. Platt                                            Director
-------------------------------------------------
                  Lewis E. Platt

              /s/ Rozanne L. Ridgway                                          Director
-------------------------------------------------
                Rozanne L. Ridgway
</TABLE>

                                      II-5


<PAGE>




                                    THE PLANS

Pursuant to requirements of the Securities Act of 1933, as amended, the persons
who will administer the BAO Deferred Compensation Plan, BAO Retirement and
Savings Plan, Voluntary Savings Plan for BAO Aircraft and Trainer Operations,
Voluntary Savings Plan for BAO Florida I. A. M. Employees, Boeing - Irving
Voluntary Savings Plan, Boeing - Corinth Voluntary Savings Plan, and Boeing -
Oak Ridge, Inc. Voluntary Savings Plan, have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on April 19, 2000.

                              THE BOEING COMPANY VOLUNTARY
                              INVESTMENT PLAN

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 --------------------------------------------
                                           Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                              BAO DEFERRED COMPENSATION VOLUNTARY SAVINGS PLAN

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 --------------------------------------------
                                           Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                              BAO RETIREMENT AND SAVINGS PLAN

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 -------------------------------------------
                                          Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                              VOLUNTARY SAVINGS PLAN FOR BAO AIRCRAFT AND
                              TRAINER OPERATIONS EMPLOYEES

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 -------------------------------------------
                                           Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer


                                      II-6

<PAGE>




                               VOLUNTARY SAVINGS PLAN FOR BAO
                               FLORIDA I. A. M. EMPLOYEES

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  -------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer


                               BOEING - IRVING VOLUNTARY SAVINGS PLAN

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  -------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer


                               BOEING - CORINTH VOLUNTARY SAVINGS PLAN

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  -------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer


                               BOEING - OAK RIDGE, INC. VOLUNTARY SAVINGS PLAN

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  --------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer


                                      II-7
<PAGE>




                          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, appearing
in and 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

DELOITTE & TOUCHE LLP


April 19, 2000

                                      II-8

<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

       EXHIBIT NUMBER                                             DESCRIPTION
-------------------------   ----------------------------------------------------------------------------
            <S>               <C>
             5.1              Opinion of counsel regarding legality of the Common Stock being registered

            23.1              Consent of Deloitte & Touche LLP (see page II-8)

            23.2              Consent of counsel (included in Exhibit 5.1)

            24.1              Power of Attorney (see Signature Page)
</TABLE>


                                      II-9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 27920}]
{"company-data": {"conformed-name": "BOEING CO", "cik": "0000012927", "assigned-sic": "3721", "irs-number": "910425694", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35324", "film-number": "606205"}, "business-address": {"street1": "P O BOX 3707 MS 1F 31", "city": "SEATTLE", "state": "WA", "zip": "98124", "phone": "2066552121"}, "mail-address": {"street1": "7755 EAST MARGINAL WAY SOUTH", "city": "SEATTLE", "state": "WA", "zip": "98108"}, "former-company": {"former-conformed-name": "BOEING AIRPLANE CO", "date-changed": "19730725"}}
AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON APRIL 20, 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          (I.R.S. Employer
               organization)                              Identification No.)

                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
          (Address of principal executive offices, including zip code)

                1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                    THE BOEING COMPANY VOLUNTARY SAVINGS PLAN

                BAO DEFERRED COMPENSATION VOLUNTARY SAVINGS PLAN

                         BAO RETIREMENT AND SAVINGS PLAN

    VOLUNTARY SAVINGS PLAN FOR BAO AIRCRAFT AND TRAINER OPERATIONS EMPLOYEES

            VOLUNTARY SAVINGS PLAN FOR BAO FLORIDA I. A. M. EMPLOYEES

                     BOEING - IRVING VOLUNTARY SAVINGS PLAN

                     BOEING - CORINTH VOLUNTARY SAVINGS PLAN

                 BOEING - OAK RIDGE, INC. VOLUNTARY SAVINGS PLAN
                            (Full title of the plans)

                                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

----------------------------------------- ---------------- ---------------------- --------------------- --------------------
Proposed Maximum       Proposed Maximum
          Title of Securities              Number to Be     Offering Price Per     Aggregate Offering        Amount of
            to Be Registered               Registered(1)         Share(3)                Price          Registration Fee(2)
Common Stock, par value $5.00 per share
   1992 Stock Option Plan for
     Non-Employee Directors...........          300,000          $  34.6875         $   10,406250.00         $  2,747.25
   The Boeing Company Voluntary
     Investment Plan..................       20,000,000          $  34.6875         $ 693,750,000.00         $183,150.00
   BAO Deferred Compensation Voluntary
   Savings Plan..................                29,000          $  34.6875         $   1,005,937.50         $    265.57
   BAO Retirement and Savings Plan....           53,000          $ 334.6875         $   1,838,437.50         $    485.35
   Voluntary Savings Plan for BAO
     Aircraft and Trainer Operations
     Employees........................           44,000          $  34.6875         $   1,526,250.00         $    402.93
   Voluntary Savings Plan for BAO
     Florida I. A. M. Employees.......           16,000          $  34.6875         $     555,000.00         $    146.52
   Boeing - Irving Voluntary
     Savings Plan.....................          255,000          $  34.6875         $   8,845,312.50         $  2,335.16
   Boeing - Corinth Voluntary
     Savings Plan.....................          156,000          $  34.6875         $   5,411,250.00         $  1,428.57
   Boeing - Oak Ridge, Inc. Voluntary
     Savings Plan.....................           56,000          $  34.6875         $   1,942,500.00         $    512.82
                                          ---------------- ---------------------- --------------------- --------------------
         TOTAL........................       20,909,000                             $ 725,280,937.50         $191,474.17

   Less Value of Shares carried
   forward(2).........................                                              ($ 88,642,518.75)        ($23,401.63)
                                                                                                        --------------------
   Registration fee due...............                                                                       $168,072.54
----------------------------------------- ---------------- ---------------------- --------------------- ====================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans described
herein.

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

(2)  Pursuant to Instruction E to Form S-8, this registration statement carries
     forward the registration of $88,642,518.75 in value of the registrant's
     Common Stock from the registrant's Registration Statement on Form S-8
     (Registration No. 333-16363) filed with the Commission on November 20, 1996
     (the "1996 Registration Statement") for the registrant's Boeing North
     American Salaried Voluntary Savings Plan, Boeing North American Savings
     Plan for Certain Employees, and Boeing North American Salaried Voluntary
     Savings Plan for Certain Represented Hourly Employees, which were merged
     into The Boeing Company Voluntary Investment Plan described herein
     effective May 1, 1999. Based on the Proposed Maximum Offering Price Per
     Share (see footnote 3) of $34.6875, registration of 2,555,460 shares is
     carried forward from the 1996 Registration Statement.

(3)  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 $34.6875 based on the average of the
     high sales price ($35.0625) and the low sales price ($34.3125) for the
     registrant's Common Stock as reported on the New York Stock Exchange on
     April 18, 2000.

                                       2
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 Plans is given by James C. Johnson, Vice President, Corporate
Secretary and Assistant General Counsel for the Registrant. Mr. Johnson owns
approximately 1,700 shares of the Registrant's Common Stock as well as stock
units granted under various incentive plans of the Registrant.

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

                                      II-1
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 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

           23.1               Consent of Deloitte & Touche LLP (see page II-8)

           23.2               Consent of counsel (included in Exhibit 5.1)

           24.1               Power of Attorney (see Signature Page)
The Registrant hereby undertakes that it will submit or has submitted
each of the plans subject to this Registration Statement (other than the 1992
Stock Option Plan for Non-Employee Directors) and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS as necessary in order to qualify the plans under
Section 401 of the Internal Revenue Service Code.

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");

                                      II-2
(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.

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.

                                      II-3
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 Seattle, State of Washington, on April 19, 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 Deborah C. Hopkins, or any 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 April 19, 2000.
SIGNATURE                                                   TITLE
/s/ Philip M. Condit                       Chairman of the Board and Chief Executive Officer
-------------------------------------------------                   (Principal Executive Officer)
                 Philip M. Condit

             /s/ Harry C. Stonecipher                     President, Chief Operating Officer and Director
-------------------------------------------------
               Harry C. Stonecipher

              /s/ Deborah C. Hopkins                      Senior Vice President and Chief Financial Officer
-------------------------------------------------                   (Principal Financial Officer)
                Deborah C. Hopkins

             /s/ Laurette T. Koellner                          Vice President and Corporate Controller
-------------------------------------------------                   (Principal Accounting Officer)
               Laurette T. Koellner

                 /s/ John H. Biggs                                            Director
-------------------------------------------------
                  John H. Biggs

                /s/ John E. Bryson                                            Director
-------------------------------------------------
                  John E. Bryson
II-4
/s/ Kenneth M. Duberstein                                        Director
-------------------------------------------------
              Kenneth M. Duberstein

                 /s/ John B. Fery                                             Director
-------------------------------------------------
                   John B. Fery

                 /s/ Paul E. Gray                                             Director
-------------------------------------------------
                   Paul E. Gray

               /s/ John F. Mcdonnell                                          Director
-------------------------------------------------
                John F. McDonnell

               /s/ William J. Perry                                           Director
-------------------------------------------------
                 William J. Perry

               /s/ Charles M. Pigott                                          Director
-------------------------------------------------
                Charles M. Pigott

                /s/ Lewis E. Platt                                            Director
-------------------------------------------------
                  Lewis E. Platt

              /s/ Rozanne L. Ridgway                                          Director
-------------------------------------------------
                Rozanne L. Ridgway
II-5
THE PLANS

Pursuant to requirements of the Securities Act of 1933, as amended, the persons
who will administer the BAO Deferred Compensation Plan, BAO Retirement and
Savings Plan, Voluntary Savings Plan for BAO Aircraft and Trainer Operations,
Voluntary Savings Plan for BAO Florida I. A. M. Employees, Boeing - Irving
Voluntary Savings Plan, Boeing - Corinth Voluntary Savings Plan, and Boeing -
Oak Ridge, Inc. Voluntary Savings Plan, have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on April 19, 2000.

                              THE BOEING COMPANY VOLUNTARY
                              INVESTMENT PLAN

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 --------------------------------------------
                                           Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                              BAO DEFERRED COMPENSATION VOLUNTARY SAVINGS PLAN

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 --------------------------------------------
                                           Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                              BAO RETIREMENT AND SAVINGS PLAN

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 -------------------------------------------
                                          Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                              VOLUNTARY SAVINGS PLAN FOR BAO AIRCRAFT AND
                              TRAINER OPERATIONS EMPLOYEES

                              By: THE BOEING COMPANY

                              By:        /s/ Deborah C. Hopkins
                                 -------------------------------------------
                                           Deborah C. Hopkins
                              Senior Vice President and Chief Financial Officer

                                      II-6
VOLUNTARY SAVINGS PLAN FOR BAO
                               FLORIDA I. A. M. EMPLOYEES

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  -------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer

                               BOEING - IRVING VOLUNTARY SAVINGS PLAN

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  -------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer

                               BOEING - CORINTH VOLUNTARY SAVINGS PLAN

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  -------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer

                               BOEING - OAK RIDGE, INC. VOLUNTARY SAVINGS PLAN

                               By: THE BOEING COMPANY

                               By:        /s/ Deborah C. Hopkins
                                  --------------------------------------------
                                            Deborah C. Hopkins
                               Senior Vice President and Chief Financial Officer

                                      II-7
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, appearing
in and 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

DELOITTE & TOUCHE LLP

April 19, 2000

                                      II-8
INDEX TO EXHIBITS
EXHIBIT NUMBER                                             DESCRIPTION
-------------------------   ----------------------------------------------------------------------------
5.1              Opinion of counsel regarding legality of the Common Stock being registered

            23.1              Consent of Deloitte & Touche LLP (see page II-8)

            23.2              Consent of counsel (included in Exhibit 5.1)

            24.1              Power of Attorney (see Signature Page)
II-9