<PAGE>   1
             AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996
                                                           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                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                               THE BOEING COMPANY
                            VOLUNTARY INVESTMENT PLAN
                            (FULL TITLE OF THE PLAN)

                                 HEATHER HOWARD
                    CORPORATE SECRETARY AND CORPORATE COUNSEL
                               THE BOEING COMPANY
                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
                                 (206) 655-7531

 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------

                                    COPY TO:
                                  J. SUE MORGAN
                                  PERKINS COIE
                          1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES       NUMBER TO BE             PROPOSED MAXIMUM               PROPOSED MAXIMUM              AMOUNT OF
    TO BE REGISTERED      REGISTERED(1)(2)      OFFERING PRICE PER SHARE(3)   AGGREGATE OFFERING PRICE(3)     REGISTRATION FEE
                                                                        
- ------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                           <C>                             <C>
COMMON STOCK, PAR VALUE
$5.00 PER SHARE               5,000,000                   $78.25                     $391,250,000                   $134,914
- ------------------------------------------------------------------------------------------------------------------------------
</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 plan described herein.

(1)      Pursuant to Instruction E to Form S-8, this registration statement
         carries forward the registration of an aggregate of $171,336,977 in
         value of the registrant's Common Stock from the registrant's
         Registration Statement on Form S-8 (Registration No. 33-43854) filed
         with the Commission on November 1, 1991 (the "1991 Registration
         Statement") for the registrant's Voluntary Investment Plan for Salaried
         Employees, which was merged into the benefit plan described herein
         effective February 1, 1996. Based on the Proposed Maximum Offering
         Price Per Share (see footnote 3) of $78.25, the registration of
         2,189,609 shares is carried forward from the 1991 Registration
         Statement.

(2)      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.

(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 $78.25, based on the average of the
         high sales price ($80.375) and the low sales price ($76.125) for the
         registrant's Common Stock as reported for the New York Stock Exchange
         Composite Transactions on May 2, 1996.
<PAGE>   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, 1995, filed with the Securities and Exchange
Commission (the "Commission") on March 13, 1996, which contains audited
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.

                  (c)    The description of the registrant's Common Stock
contained in the registration statement on Form 10 (Registration No. 1-422),
filed with the Commission on April 20, 1935, under Section 12(g) 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 the 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 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 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.

         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.

         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.

         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 an alleged "wrongful act," including an
alleged error or misstatement, misleading statement, wrong act or omission,
neglect or breach of duty.


                                      II-1
<PAGE>   3
         Article Sixth of the registrant's Restated Certificate of Incorporation
provides that the personal liability of each director of the registrant to the
registrant or to its stockholders for monetary damages for breach of fiduciary
duty as a director is limited to the fullest extent permitted by the Delaware
General Corporation Law.

         The registrant also maintains an insurance policy insuring its
directors and officers against liability for certain acts or omissions while
acting in their official capacities.

         Directors and officers of the registrant are covered by insurance that
(with certain exceptions and within certain limitations) indemnifies them
against losses and liabilities arising from an alleged "wrongful act," including
an alleged error or misstatement or misleading statement, or wrongful act or
omission, or neglect or breach of duty.

ITEM 8.  EXHIBITS

   Exhibit
   Number                        Description
- ------------     ------------------------------------------------
   23.1          Consent of Deloitte & Touche LLP (see page II-7)

   24.1          Power of Attorney (see signature page)

   99.1          The Boeing Company Voluntary Investment 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 to

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

                  (b)      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)      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 (1)(a) and (1)(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 benefits 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.

                                      II-2
<PAGE>   4
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.

D.       The undersigned registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS to qualify the Plan.

                                      II-3
<PAGE>   5
                                   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 29, 1996.

                                 THE BOEING COMPANY

                                 By /s/ Philip M. Condit
                                    -------------------------------------
                                    Philip M. Condit
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Philip M. Condit, Douglas P. Beighle and B.E. Givan, or any of them, his
attorneys-in-fact, with the power of substitution, for him 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 29, 1996.

           SIGNATURE                               TITLE
           ---------                               -----

   /s/ Philip M. Condit               President, Chief Executive Officer
   ---------------------------        (Principal Executive Officer) and Director
       Philip M. Condit

   /s/ B.E. Givan                     Senior Vice President and Chief Financial
   ---------------------------        Officer (Principal Financial Officer)
          B.E. Givan

   /s/ Gary W. Beil                   Vice President and Controller (Principal
   ---------------------------        Accounting Officer)
         Gary W. Beil

   /s/ Frank Shrontz
   ---------------------------        Chairman of the Board
         Frank Shrontz


   ---------------------------        Director
        Robert A. Beck

   /s/ John E. Bryson
   ---------------------------        Director
        John E. Bryson

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

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

   /s/ Harold J. Haynes
   ---------------------------        Director
       Harold J. Haynes

   /s/ Stanley Hiller, Jr.
   ---------------------------        Director
      Stanley Hiller, Jr.

   /s/ Donald E. Petersen
   ---------------------------        Director
       Donald E. Petersen



                                      II-4
<PAGE>   6
   /s/ Charles M. Pigott
   ---------------------------        Director
       Charles M. Pigott

   /s/ Franklin D. Raines
   ---------------------------        Director
      Franklin D. Raines

   /s/ Rozanne L. Ridgway
   ---------------------------        Director
      Rozanne L. Ridgway

   /s/ George H. Weyerhaeuser
   ---------------------------        Director
    George H. Weyerhaeuser



                                      II-5
<PAGE>   7
                                    THE PLAN

         Pursuant to requirements of the Securities Act of 1933, as amended, the
persons who administer The Boeing Company Voluntary Investment Plan have 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 May 3, 1996.

                       THE BOEING COMPANY
                       VOLUNTARY INVESTMENT PLAN

                       By:  THE BOEING COMPANY

                       By:  /s/ Boyd E. Givan
                           --------------------------------------------------
                            Boyd E. Givan
                            Senior Vice President and Chief Financial Officer


                                      II-6
<PAGE>   8
                        INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our report dated January 25, 1996, on the
consolidated financial statements of The Boeing Company and subsidiaries
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1995.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Seattle, Washington

April 26, 1996






                                      II-7
<PAGE>   9
                                INDEX TO EXHIBITS

   Exhibit
   Number                       Description
- -------------     ------------------------------------------------
    23.1          Consent of Deloitte & Touche LLP (see page II-7)

    24.1          Power of Attorney (see signature page)

    99.1          The Boeing Company Voluntary Investment Plan
[{"type": "S-8", "sequence": "1", "description": "THE BOEING COMPANY FORM S-8", "secsgml_size_bytes": 19826}]
{"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": "333-03191", "film-number": "96556649"}, "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": "98124-2207"}, "former-company": {"former-conformed-name": "BOEING AIRPLANE CO", "date-changed": "19730725"}}
1
             AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996
                                                           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                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                               THE BOEING COMPANY
                            VOLUNTARY INVESTMENT PLAN
                            (FULL TITLE OF THE PLAN)

                                 HEATHER HOWARD
                    CORPORATE SECRETARY AND CORPORATE COUNSEL
                               THE BOEING COMPANY
                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
                                 (206) 655-7531

 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------

                                    COPY TO:
                                  J. SUE MORGAN
                                  PERKINS COIE
                          1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES       NUMBER TO BE             PROPOSED MAXIMUM               PROPOSED MAXIMUM              AMOUNT OF
    TO BE REGISTERED      REGISTERED(1)(2)      OFFERING PRICE PER SHARE(3)   AGGREGATE OFFERING PRICE(3)     REGISTRATION FEE
                                                                        
- ------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE
$5.00 PER SHARE               5,000,000                   $78.25                     $391,250,000                   $134,914
- ------------------------------------------------------------------------------------------------------------------------------
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 plan described herein.

(1)      Pursuant to Instruction E to Form S-8, this registration statement
         carries forward the registration of an aggregate of $171,336,977 in
         value of the registrant's Common Stock from the registrant's
         Registration Statement on Form S-8 (Registration No. 33-43854) filed
         with the Commission on November 1, 1991 (the "1991 Registration
         Statement") for the registrant's Voluntary Investment Plan for Salaried
         Employees, which was merged into the benefit plan described herein
         effective February 1, 1996. Based on the Proposed Maximum Offering
         Price Per Share (see footnote 3) of $78.25, the registration of
         2,189,609 shares is carried forward from the 1991 Registration
         Statement.

(2)      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.

(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 $78.25, based on the average of the
         high sales price ($80.375) and the low sales price ($76.125) for the
         registrant's Common Stock as reported for the New York Stock Exchange
         Composite Transactions on May 2, 1996.
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, 1995, filed with the Securities and Exchange
Commission (the "Commission") on March 13, 1996, which contains audited
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.

                  (c)    The description of the registrant's Common Stock
contained in the registration statement on Form 10 (Registration No. 1-422),
filed with the Commission on April 20, 1935, under Section 12(g) 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 the 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 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 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.

         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.

         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.

         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 an alleged "wrongful act," including an
alleged error or misstatement, misleading statement, wrong act or omission,
neglect or breach of duty.

                                      II-1
3
         Article Sixth of the registrant's Restated Certificate of Incorporation
provides that the personal liability of each director of the registrant to the
registrant or to its stockholders for monetary damages for breach of fiduciary
duty as a director is limited to the fullest extent permitted by the Delaware
General Corporation Law.

         The registrant also maintains an insurance policy insuring its
directors and officers against liability for certain acts or omissions while
acting in their official capacities.

         Directors and officers of the registrant are covered by insurance that
(with certain exceptions and within certain limitations) indemnifies them
against losses and liabilities arising from an alleged "wrongful act," including
an alleged error or misstatement or misleading statement, or wrongful act or
omission, or neglect or breach of duty.

ITEM 8.  EXHIBITS

   Exhibit
   Number                        Description
- ------------     ------------------------------------------------
   23.1          Consent of Deloitte & Touche LLP (see page II-7)

   24.1          Power of Attorney (see signature page)

   99.1          The Boeing Company Voluntary Investment 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 to

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

                  (b)      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)      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 (1)(a) and (1)(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 benefits 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.

                                      II-2
4
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.

D.       The undersigned registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS to qualify the Plan.

                                      II-3
5
                                   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 29, 1996.

                                 THE BOEING COMPANY

                                 By /s/ Philip M. Condit
                                    -------------------------------------
                                    Philip M. Condit
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Philip M. Condit, Douglas P. Beighle and B.E. Givan, or any of them, his
attorneys-in-fact, with the power of substitution, for him 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 29, 1996.

           SIGNATURE                               TITLE
           ---------                               -----

   /s/ Philip M. Condit               President, Chief Executive Officer
   ---------------------------        (Principal Executive Officer) and Director
       Philip M. Condit

   /s/ B.E. Givan                     Senior Vice President and Chief Financial
   ---------------------------        Officer (Principal Financial Officer)
          B.E. Givan

   /s/ Gary W. Beil                   Vice President and Controller (Principal
   ---------------------------        Accounting Officer)
         Gary W. Beil

   /s/ Frank Shrontz
   ---------------------------        Chairman of the Board
         Frank Shrontz

   ---------------------------        Director
        Robert A. Beck

   /s/ John E. Bryson
   ---------------------------        Director
        John E. Bryson

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

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

   /s/ Harold J. Haynes
   ---------------------------        Director
       Harold J. Haynes

   /s/ Stanley Hiller, Jr.
   ---------------------------        Director
      Stanley Hiller, Jr.

   /s/ Donald E. Petersen
   ---------------------------        Director
       Donald E. Petersen

                                      II-4
6
   /s/ Charles M. Pigott
   ---------------------------        Director
       Charles M. Pigott

   /s/ Franklin D. Raines
   ---------------------------        Director
      Franklin D. Raines

   /s/ Rozanne L. Ridgway
   ---------------------------        Director
      Rozanne L. Ridgway

   /s/ George H. Weyerhaeuser
   ---------------------------        Director
    George H. Weyerhaeuser

                                      II-5
7
                                    THE PLAN

         Pursuant to requirements of the Securities Act of 1933, as amended, the
persons who administer The Boeing Company Voluntary Investment Plan have 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 May 3, 1996.

                       THE BOEING COMPANY
                       VOLUNTARY INVESTMENT PLAN

                       By:  THE BOEING COMPANY

                       By:  /s/ Boyd E. Givan
                           --------------------------------------------------
                            Boyd E. Givan
                            Senior Vice President and Chief Financial Officer

                                      II-6
8
                        INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our report dated January 25, 1996, on the
consolidated financial statements of The Boeing Company and subsidiaries
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1995.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Seattle, Washington

April 26, 1996

                                      II-7
9
                                INDEX TO EXHIBITS

   Exhibit
   Number                       Description
- -------------     ------------------------------------------------
    23.1          Consent of Deloitte & Touche LLP (see page II-7)

    24.1          Power of Attorney (see signature page)

    99.1          The Boeing Company Voluntary Investment Plan