<PAGE>   1

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 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))

                               THE BOEING COMPANY
                    DEFERRED COMPENSATION PLAN FOR EMPLOYEES
                            (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
                                 (206) 583-8447

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES    AMOUNT TO BE     PROPOSED MAXIMUM          PROPOSED MAXIMUM           AMOUNT OF
  TO BE REGISTERED       REGISTERED(1) OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                   <C>                        <C>       
Deferred Compensation   $150,000,000           100%                  $150,000,000               $45,454.55
Obligations (1)
-------------------------------------------------------------------------------------------------------------

</TABLE>

(1)The Deferred Compensation Obligations are unsecured obligations of the
   Registrant to pay deferred compensation in the future in accordance with the
   terms of the Boeing Company Deferred Compensation Plan for Employees for a
   select group of eligible employees.

(2)Estimated solely for the purpose of determining the registration fee.



<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 Registrant's Deferred Compensation Plan for Employees (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 dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.



<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

      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       The Boeing Company Deferred Compensation Plan for
                 Employees

</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 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
          Philip M. Condit                 (Principal Executive Officer)

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

          /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
<PAGE>   6

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

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



                                      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

      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       The Boeing Company Deferred Compensation Plan for Employees

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17185}]
{"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": "333-32491", "film-number": "97648602"}, "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 30, 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))

                               THE BOEING COMPANY
                    DEFERRED COMPENSATION PLAN FOR EMPLOYEES
                            (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
                                 (206) 583-8447

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES    AMOUNT TO BE     PROPOSED MAXIMUM          PROPOSED MAXIMUM           AMOUNT OF
  TO BE REGISTERED       REGISTERED(1) OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Deferred Compensation   $150,000,000           100%                  $150,000,000               $45,454.55
Obligations (1)
-------------------------------------------------------------------------------------------------------------
(1)The Deferred Compensation Obligations are unsecured obligations of the
   Registrant to pay deferred compensation in the future in accordance with the
   terms of the Boeing Company Deferred Compensation Plan for Employees for a
   select group of eligible employees.

(2)Estimated solely for the purpose of determining the registration fee.
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 Registrant's Deferred Compensation Plan for Employees (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 dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
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

      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       The Boeing Company Deferred Compensation Plan for
                 Employees
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 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
          Philip M. Condit                 (Principal Executive Officer)

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

          /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

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

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

                                      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

      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       The Boeing Company Deferred Compensation Plan for Employees