<PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY , 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 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)      OFFERING PRICE PER SHARE(2)   AGGREGATE OFFERING PRICE(2)   REGISTRATION FEE
    ----------------         -------------      ---------------------------   ---------------------------   ----------------
<S>                          <C>                    <C>                           <C>                          <C>

COMMON STOCK, PAR VALUE
$5.00 PER SHARE              10,000,000             $58.125                       $581,250,000                  $176,136.36
-------------------------    -------------      ---------------------------   ----------------------------   ----------------
</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)      Includes an indeterminate number of additional shares that may be
         issued to adjust the number of shares issued pursuant to such employee
         benefit plan as the result of any future stock split, stock dividend or
         similar adjustment of the registrant's outstanding Common Stock.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 under the Securities Act of 1933, as amended. The
         price per share is estimated to be $58.125, based on the average of the
         high sales price ($58.625) and the low sales price ($57.625) for the
         registrant's Common Stock as reported for the New York Stock Exchange
         Composite Transactions on July 28, 1997.



<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 plan 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 

                                      II-1
<PAGE>   3

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 an alleged "wrongful act," including an
alleged error or misstatement, misleading statement, wrong 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 regarding unaudited interim financial information
23.1            Consent of Deloitte & Touche LLP (see page II-6)
23.2            Consent of counsel (included in Exhibit 5.1)
24.1            Power of Attorney (see Signature Page)
</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.

     (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.

                                      II-2
<PAGE>   4

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 Seal Beach, State of California, on June 30, 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
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 June 30, 1997.
<TABLE>
<CAPTION>
           SIGNATURE                                TITLE
           ---------                                -----

<S>                                <C>
      /s/ Philip M. Condit            Chairman of the Board and 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/ 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/ Donald E. Petersen               Director
-------------------------------
      Donald E. Petersen

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

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

        /s/ Frank Shrontz             Director
-------------------------------
         Frank Shrontz

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



                                      II-4
<PAGE>   6



                                    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 July 30, 1997.

                            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-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 LLP

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 regarding unaudited interim financial information
                
  23.1              Consent of Deloitte & Touche LLP (see page II-6)
                
  23.2              Consent of counsel (included in Exhibit 5.1)
                
  24.1              Power of Attorney (see Signature Page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18627}]
{"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": "333-32499", "film-number": "97648624"}, "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 , 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 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)      OFFERING PRICE PER SHARE(2)   AGGREGATE OFFERING PRICE(2)   REGISTRATION FEE
    ----------------         -------------      ---------------------------   ---------------------------   ----------------
COMMON STOCK, PAR VALUE
$5.00 PER SHARE              10,000,000             $58.125                       $581,250,000                  $176,136.36
-------------------------    -------------      ---------------------------   ----------------------------   ----------------
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)      Includes an indeterminate number of additional shares that may be
         issued to adjust the number of shares issued pursuant to such employee
         benefit plan as the result of any future stock split, stock dividend or
         similar adjustment of the registrant's outstanding Common Stock.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 under the Securities Act of 1933, as amended. The
         price per share is estimated to be $58.125, based on the average of the
         high sales price ($58.625) and the low sales price ($57.625) for the
         registrant's Common Stock as reported for the New York Stock Exchange
         Composite Transactions on July 28, 1997.
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 plan 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 

                                      II-1
3

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 an alleged "wrongful act," including an
alleged error or misstatement, misleading statement, wrong act or omission,
neglect or breach of duty, in their capacities as such.

ITEM 8.  EXHIBITS
Exhibit Number                        Description
--------------  --------------------------------------------------------------------------
5.1            Opinion of counsel regarding legality of the Common Stock being registered
15.1            Letter regarding unaudited interim financial information
23.1            Consent of Deloitte & Touche LLP (see page II-6)
23.2            Consent of counsel (included in Exhibit 5.1)
24.1            Power of Attorney (see Signature Page)
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.

     (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.

                                      II-2
4

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 Seal Beach, State of California, on June 30, 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
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 June 30, 1997.
SIGNATURE                                TITLE
           ---------                                -----
/s/ Philip M. Condit            Chairman of the Board and 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/ 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/ Donald E. Petersen               Director
-------------------------------
      Donald E. Petersen

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

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

        /s/ Frank Shrontz             Director
-------------------------------
         Frank Shrontz

   /s/ George H. Weyerhaeuser         Director
-------------------------------
     George H. Weyerhaeuser
II-4
6

                                    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 July 30, 1997.

                            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-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 LLP

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 regarding unaudited interim financial information
                
  23.1              Consent of Deloitte & Touche LLP (see page II-6)
                
  23.2              Consent of counsel (included in Exhibit 5.1)
                
  24.1              Power of Attorney (see Signature Page)