<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1997
                                                      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 IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)             

                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 99108
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE))

    McDONNELL DOUGLAS CORPORATION 1994 PERFORMANCE AND EQUITY INCENTIVE PLAN
                                       AND
               McDONNELL DOUGLAS CORPORATION INCENTIVE AWARD PLAN
                            (FULL TITLE OF THE PLANS)
                           --------------------------

                                 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
                                 (206) 583-8447
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                               PROPOSED MAXIMUM                                   
     TITLE OF SECURITIES      AMOUNT TO BE    OFFERING PRICE PER         PROPOSED MAXIMUM            AMOUNT OF
      TO BE REGISTERED        REGISTERED(2)         SHARE(3)         AGGREGATE OFFERING PRICE     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                    <C>                        <C>      
Common Stock, par value
$5.00 per share
   1994 Performance and        1,170,000            $14.214743            $16,631,249.31             $5,039.77
   Equity Incentive Plan(1)       52,000            $18.798876            $   977,541.55             $  296.22
   Incentive Award Plan(1)        45,978            $ 7.195513            $   330,838.17             $  100.25
         TOTAL:                1,267,978                                  $17,939,629.03             $5,436.25
===================================================================================================================
</TABLE>

(1)  Pursuant to an Agreement and Plan of Merger dated as of December 14, 1996
     (the "MDC Merger Agreement"), among the Registrant, West Acquisition Corp.
     and McDonnell Douglas Corporation ("MDC"), the Registrant assumed all of
     the outstanding options to purchase common stock of MDC under the MDC 1994
     Performance and Equity Incentive Plan and the MDC Incentive Award Plan (the
     "MDC Assumed Options"), with appropriate adjustments to the number of
     shares and exercise price of each MDC Assumed Option to reflect the ratio
     at which the MDC common stock was converted into common stock of the
     Registrant under the MDC Merger Agreement.

(2)  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.

(3)  Such shares are issuable upon exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h) under the Securities Act of 1933,
     as amended, the aggregate offering price and the registration fee have been
     computed upon the basis of the price at which the options may be exercised.




<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, 1996, filed with the Securities and Exchange
Commission (the "Commission"), on March 10, 1997, 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 Registrant's Registration Statement on Form 10
(Registration No. 1-422) with respect to the Registrant's common stock and 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 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.  INTERESTS 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 Heather Howard, Corporate Secretary and
Corporate Counsel for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         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 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 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.

                                      II-1
<PAGE>   3

         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

         15.1             Letter re unaudited interim financial information

         23.1             Consent of Deloitte & Touche LLP (see page II-6)

         23.2             Consent of counsel (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             McDonnell Douglas Corporation 1994 Performance and Equity Incentive Plan

         99.2             McDonnell Douglas Corporation Incentive Award Plan
</TABLE>

ITEM 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (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.



                                      II-2
<PAGE>   4

         (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>   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 July 29, 1997.

                           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, Theodore J. Collins and B.E. Givan, 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 July 29, 1997.

<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/ 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/ JOHN E. BRYSON                                             Director
------------------------------------------------------
                    John E. Bryson

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

                                                                                 Director
------------------------------------------------------
                     Paul E. Gray

                                                                                 Director
------------------------------------------------------
                   Harold J. Haynes

                                                                                 Director
------------------------------------------------------
                  Donald E. Petersen

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

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



                                      II-4
<PAGE>   6
<TABLE>
<S>                                                                     <C>

------------------------------------------------------
                   Frank A. Shrontz                                     Director

              /s/ GEORGE H. WEYERHAEUSER                                         
------------------------------------------------------
                George H. Weyerhaeuser                                  Director
</TABLE>


                                      II-5
<PAGE>   7




                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our reports dated January 23, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Boeing
Company and subsidiaries for the year ended December 31, 1996.



/s/ DELOITTE & TOUCHE
-------------------------------
DELOITTE & TOUCHE LLP
Seattle, Washington

July 30, 1997





                                      II-6
<PAGE>   8


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
   Exhibit Number         Description
   --------------         -----------
<S>                    <C>                                                                     
          5.1             Opinion of counsel regarding legality of the Common Stock being registered

         15.1             Letter re unaudited interim financial information

         23.1             Consent of Deloitte & Touche LLP (see page II-6)

         23.2             Consent of counsel (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             McDonnell Douglas Corporation 1994 Performance and Equity Incentive Plan

         99.2             McDonnell Douglas Corporation Incentive Award Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20038}]
{"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": "333-32567", "film-number": "97649441"}, "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 JULY 31, 1997
                                                      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 IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)             

                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 99108
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE))

    McDONNELL DOUGLAS CORPORATION 1994 PERFORMANCE AND EQUITY INCENTIVE PLAN
                                       AND
               McDONNELL DOUGLAS CORPORATION INCENTIVE AWARD PLAN
                            (FULL TITLE OF THE PLANS)
                           --------------------------

                                 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
                                 (206) 583-8447
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                               PROPOSED MAXIMUM                                   
     TITLE OF SECURITIES      AMOUNT TO BE    OFFERING PRICE PER         PROPOSED MAXIMUM            AMOUNT OF
      TO BE REGISTERED        REGISTERED(2)         SHARE(3)         AGGREGATE OFFERING PRICE     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$5.00 per share
   1994 Performance and        1,170,000            $14.214743            $16,631,249.31             $5,039.77
   Equity Incentive Plan(1)       52,000            $18.798876            $   977,541.55             $  296.22
   Incentive Award Plan(1)        45,978            $ 7.195513            $   330,838.17             $  100.25
         TOTAL:                1,267,978                                  $17,939,629.03             $5,436.25
===================================================================================================================
(1)  Pursuant to an Agreement and Plan of Merger dated as of December 14, 1996
     (the "MDC Merger Agreement"), among the Registrant, West Acquisition Corp.
     and McDonnell Douglas Corporation ("MDC"), the Registrant assumed all of
     the outstanding options to purchase common stock of MDC under the MDC 1994
     Performance and Equity Incentive Plan and the MDC Incentive Award Plan (the
     "MDC Assumed Options"), with appropriate adjustments to the number of
     shares and exercise price of each MDC Assumed Option to reflect the ratio
     at which the MDC common stock was converted into common stock of the
     Registrant under the MDC Merger Agreement.

(2)  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.

(3)  Such shares are issuable upon exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h) under the Securities Act of 1933,
     as amended, the aggregate offering price and the registration fee have been
     computed upon the basis of the price at which the options may be exercised.
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, 1996, filed with the Securities and Exchange
Commission (the "Commission"), on March 10, 1997, 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 Registrant's Registration Statement on Form 10
(Registration No. 1-422) with respect to the Registrant's common stock and 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 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.  INTERESTS 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 Heather Howard, Corporate Secretary and
Corporate Counsel for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         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 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 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.

                                      II-1
3

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

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

ITEM 8.  EXHIBITS
Exhibit Number                                    Description
---------------------     --------------------------------------------------------------------------
5.1             Opinion of counsel regarding legality of the Common Stock being registered

         15.1             Letter re unaudited interim financial information

         23.1             Consent of Deloitte & Touche LLP (see page II-6)

         23.2             Consent of counsel (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             McDonnell Douglas Corporation 1994 Performance and Equity Incentive Plan

         99.2             McDonnell Douglas Corporation Incentive Award Plan
ITEM 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (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.

                                      II-2
4

         (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
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 July 29, 1997.

                           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, Theodore J. Collins and B.E. Givan, 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 July 29, 1997.
SIGNATURE                                                   TITLE
                      ---------                                                   -----
/s/ PHILIP M. CONDIT                       Chairman of the Board and Chief Executive Officer
------------------------------------------------------                (Principal Executive Officer)
                   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/ JOHN E. BRYSON                                             Director
------------------------------------------------------
                    John E. Bryson

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

                                                                                 Director
------------------------------------------------------
                     Paul E. Gray

                                                                                 Director
------------------------------------------------------
                   Harold J. Haynes

                                                                                 Director
------------------------------------------------------
                  Donald E. Petersen

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

                /s/ ROZANNE L. RIDGWAY                                           Director
------------------------------------------------------
                  Rozanne L. Ridgway
II-4
6
------------------------------------------------------
                   Frank A. Shrontz                                     Director

              /s/ GEORGE H. WEYERHAEUSER                                         
------------------------------------------------------
                George H. Weyerhaeuser                                  Director
II-5
7

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our reports dated January 23, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Boeing
Company and subsidiaries for the year ended December 31, 1996.

/s/ DELOITTE & TOUCHE
-------------------------------
DELOITTE & TOUCHE LLP
Seattle, Washington

July 30, 1997

                                      II-6
8

                                INDEX TO EXHIBITS
Exhibit Number         Description
   --------------         -----------
5.1             Opinion of counsel regarding legality of the Common Stock being registered

         15.1             Letter re unaudited interim financial information

         23.1             Consent of Deloitte & Touche LLP (see page II-6)

         23.2             Consent of counsel (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             McDonnell Douglas Corporation 1994 Performance and Equity Incentive Plan

         99.2             McDonnell Douglas Corporation Incentive Award Plan