<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 98108
          (Address of principal executive offices, including zip code)

     EMPLOYEE SAVINGS PLAN OF MCDONNELL DOUGLAS CORPORATION - SALARIED PLAN

     EMPLOYEE SAVINGS PLAN OF MCDONNELL DOUGLAS CORPORATION - COMPONENT PLAN

     EMPLOYEE THRIFT PLAN OF MCDONNELL DOUGLAS CORPORATION - SUBSIDIARY PLAN

       EMPLOYEE THRIFT PLAN OF MCDONNELL DOUGLAS CORPORATION - HOURLY PLAN

           EMPLOYEE INVESTMENT PLAN OF MCDONNELL DOUGLAS CORPORATION -

                                HOURLY EAST PLAN

           EMPLOYEE INVESTMENT PLAN OF MCDONNELL DOUGLAS CORPORATION -

                                HOURLY WEST 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



<PAGE>   2




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                    Proposed Maximum      Proposed Maximum
               Title of Securities                  Number to Be   Offering Price Per    Aggregate Offering     Amount of
                to Be Registered                    Registered(1)       Share(2)               Price         Registration Fee
--------------------------------------------------  --------------  -------------------  ------------------  ----------------
<S>                                              <C>            <C>                 <C>                  <C>
Common Stock, par value $5.00 per share
   Employee  Savings  Plan of  McDonnell  Douglas
     Corporation - Salaried Plan                     1,582,630           $58.125           $ 91,990.369.75       $27,875.87
   Employee  Savings  Plan of  McDonnell  Douglas
     Corporation - Component Plan                       71,397           $58.125           $  4,149,950.63       $ 1,257.56
   Employee  Thrift  Plan  of  McDonnell  Douglas
     Corporation - Subsidiary Plan                      21,570           $58.125           $  1,253,756.25       $   379.93
   Employee  Thrift  Plan  of  McDonnell  Douglas
     Corporation - Hourly Plan                           1,957           $58.125           $    113,750.63       $    34.47
   Employee  Investment Plan of McDonnell Douglas
     Corporation - Hourly East Plan                    133,129           $58.125           $  7,738.123.13       $ 2,344.89
   Employee  Investment Plan of McDonnell Douglas
     Corporation - Hourly West Plan                    189,317           $58.125           $ 11,004,050.63       $ 3,334.56

         TOTAL                                       2,000,000                             $116,250,000.00       $35,227.27
</TABLE>

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plans
     described herein.
(1)  Includes an indeterminate number of additional shares that may be issued to
     adjust the number of shares issued pursuant to such employee benefit plans
     as the result of any future stock split, stock dividend or similar
     adjustment of the registrant's outstanding Common Stock.
(2)  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 on the New York Stock Exchange on 
     July 28, 1997.



<PAGE>   3


                                     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

         Article VII, Section 4 of the Registrant's By-Laws provides for
indemnification of the Registrant's directors and officers to the full extent
permitted under Delaware law.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation in a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with the respect to
any criminal action, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
and the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

                                      II-1
<PAGE>   4

         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 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.

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.

                                      II-2
<PAGE>   5

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>   6



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on April 28, 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 April 28, 1997.
<TABLE>
<CAPTION>
                      SIGNATURE                                                   TITLE
<S>                                                     <C> 
                                                            Chairman of the Board and Chief Executive Officer
                 /s/ Philip M. Condit                                 (Principal Executive Officer)
------------------------------------------------------
                   Philip M. Condit
                                                            Senior Vice President and Chief Financial Officer
                    /s/ B.E. Givan                                    (Principal Financial Officer)
------------------------------------------------------
                      B.E. Givan
                                                                      Vice President and Controller
                   /s/ Gary W. Beil                                   (Principal Accounting Officer)
------------------------------------------------------
                     Gary W. Beil

                  /s/ John E. Bryson                                             Director
------------------------------------------------------
                    John E. Bryson
                                                                                 Director
                   /s/ John B. Fery
------------------------------------------------------
                     John B. Fery
                                                                                 Director
                   /s/ Paul E. Gray
------------------------------------------------------
                     Paul E. Gray
                                                                                 Director
                 /s/ Harold J. Haynes
------------------------------------------------------
                   Harold J. Haynes
                                                                                 Director
                /s/ Donald E. Petersen
------------------------------------------------------
                  Donald E. Petersen
                                                                                 Director
                /s/ Charles M. Pigott
------------------------------------------------------
                  Charles M. Pigott
                                                                                 Director
                /s/ Rozanne L. Ridgway
------------------------------------------------------
                  Rozanne L. Ridgway
</TABLE>


                                      II-4
<PAGE>   7
                 /s/ Frank A. Shrontz                                 Director
------------------------------------------------------
                   Frank A. Shrontz

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


                                      II-5
<PAGE>   8
                                    THE PLANS


Pursuant to requirements of the Securities Act of 1933, as amended, the persons
who will administer the Employee Savings Plan of McDonnell Douglas Corporation -
Salaried Plan, the Employee Savings Plan of McDonnell Douglas Corporation -
Component Plan, the Employee Thrift Plan of McDonnell Douglas Corporation -
Subsidiary Plan, the Employee Thrift Plan of McDonnell Douglas Corporation -
Hourly Plan, the Employee Investment Plan of McDonnell Douglas Corporation -
Hourly East Plan, and the Employee Investment Plan of McDonnell Douglas
Corporation - Hourly West Plan, have duly caused this Registration Statement to
be signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Seattle, State of Washington, on July 30, 1997.


                              EMPLOYEE SAVINGS PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - SALARIED PLAN

                              By: THE BOEING COMPANY

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


                              EMPLOYEE SAVINGS PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - COMPONENT PLAN

                              By: THE BOEING COMPANY

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


                              EMPLOYEE THRIFT PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - SUBSIDIARY PLAN

                              By: THE BOEING COMPANY

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


                              EMPLOYEE THRIFT PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - HOURLY PLAN

                              By: THE BOEING COMPANY

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



                                     II-6
<PAGE>   9
                              EMPLOYEE INVESTMENT PLAN OF
                              MCDONNELL DOUGLAS CORPORATION -
                              HOURLY EAST PLAN

                              By: THE BOEING COMPANY

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


                              EMPLOYEE INVESTMENT PLAN OF
                              MCDONNELL DOUGLAS CORPORATION - 
                              HOURLY WEST PLAN

                              By: THE BOEING COMPANY

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


                                     II-7

<PAGE>   10





                          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.




DELOITTE & TOUCHE LLP
Seattle, Washington

July 30, 1997



                                      II-8
<PAGE>   11




                                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-8)
         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": 24897}]
{"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": "333-32461", "film-number": "97648477"}, "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 98108
          (Address of principal executive offices, including zip code)

     EMPLOYEE SAVINGS PLAN OF MCDONNELL DOUGLAS CORPORATION - SALARIED PLAN

     EMPLOYEE SAVINGS PLAN OF MCDONNELL DOUGLAS CORPORATION - COMPONENT PLAN

     EMPLOYEE THRIFT PLAN OF MCDONNELL DOUGLAS CORPORATION - SUBSIDIARY PLAN

       EMPLOYEE THRIFT PLAN OF MCDONNELL DOUGLAS CORPORATION - HOURLY PLAN

           EMPLOYEE INVESTMENT PLAN OF MCDONNELL DOUGLAS CORPORATION -

                                HOURLY EAST PLAN

           EMPLOYEE INVESTMENT PLAN OF MCDONNELL DOUGLAS CORPORATION -

                                HOURLY WEST 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
2

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum
               Title of Securities                  Number to Be   Offering Price Per    Aggregate Offering     Amount of
                to Be Registered                    Registered(1)       Share(2)               Price         Registration Fee
--------------------------------------------------  --------------  -------------------  ------------------  ----------------
Common Stock, par value $5.00 per share
   Employee  Savings  Plan of  McDonnell  Douglas
     Corporation - Salaried Plan                     1,582,630           $58.125           $ 91,990.369.75       $27,875.87
   Employee  Savings  Plan of  McDonnell  Douglas
     Corporation - Component Plan                       71,397           $58.125           $  4,149,950.63       $ 1,257.56
   Employee  Thrift  Plan  of  McDonnell  Douglas
     Corporation - Subsidiary Plan                      21,570           $58.125           $  1,253,756.25       $   379.93
   Employee  Thrift  Plan  of  McDonnell  Douglas
     Corporation - Hourly Plan                           1,957           $58.125           $    113,750.63       $    34.47
   Employee  Investment Plan of McDonnell Douglas
     Corporation - Hourly East Plan                    133,129           $58.125           $  7,738.123.13       $ 2,344.89
   Employee  Investment Plan of McDonnell Douglas
     Corporation - Hourly West Plan                    189,317           $58.125           $ 11,004,050.63       $ 3,334.56

         TOTAL                                       2,000,000                             $116,250,000.00       $35,227.27
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plans
     described herein.
(1)  Includes an indeterminate number of additional shares that may be issued to
     adjust the number of shares issued pursuant to such employee benefit plans
     as the result of any future stock split, stock dividend or similar
     adjustment of the registrant's outstanding Common Stock.
(2)  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 on the New York Stock Exchange on 
     July 28, 1997.
3

                                     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

         Article VII, Section 4 of the Registrant's By-Laws provides for
indemnification of the Registrant's directors and officers to the full extent
permitted under Delaware law.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation in a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with the respect to
any criminal action, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
and the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

                                      II-1
4

         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 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.

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.

                                      II-2
5

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
6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on April 28, 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 April 28, 1997.
SIGNATURE                                                   TITLE
Chairman of the Board and Chief Executive Officer
                 /s/ Philip M. Condit                                 (Principal Executive Officer)
------------------------------------------------------
                   Philip M. Condit
                                                            Senior Vice President and Chief Financial Officer
                    /s/ B.E. Givan                                    (Principal Financial Officer)
------------------------------------------------------
                      B.E. Givan
                                                                      Vice President and Controller
                   /s/ Gary W. Beil                                   (Principal Accounting Officer)
------------------------------------------------------
                     Gary W. Beil

                  /s/ John E. Bryson                                             Director
------------------------------------------------------
                    John E. Bryson
                                                                                 Director
                   /s/ John B. Fery
------------------------------------------------------
                     John B. Fery
                                                                                 Director
                   /s/ Paul E. Gray
------------------------------------------------------
                     Paul E. Gray
                                                                                 Director
                 /s/ Harold J. Haynes
------------------------------------------------------
                   Harold J. Haynes
                                                                                 Director
                /s/ Donald E. Petersen
------------------------------------------------------
                  Donald E. Petersen
                                                                                 Director
                /s/ Charles M. Pigott
------------------------------------------------------
                  Charles M. Pigott
                                                                                 Director
                /s/ Rozanne L. Ridgway
------------------------------------------------------
                  Rozanne L. Ridgway
II-4
7
                 /s/ Frank A. Shrontz                                 Director
------------------------------------------------------
                   Frank A. Shrontz

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

                                      II-5
8
                                    THE PLANS

Pursuant to requirements of the Securities Act of 1933, as amended, the persons
who will administer the Employee Savings Plan of McDonnell Douglas Corporation -
Salaried Plan, the Employee Savings Plan of McDonnell Douglas Corporation -
Component Plan, the Employee Thrift Plan of McDonnell Douglas Corporation -
Subsidiary Plan, the Employee Thrift Plan of McDonnell Douglas Corporation -
Hourly Plan, the Employee Investment Plan of McDonnell Douglas Corporation -
Hourly East Plan, and the Employee Investment Plan of McDonnell Douglas
Corporation - Hourly West Plan, have duly caused this Registration Statement to
be signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Seattle, State of Washington, on July 30, 1997.

                              EMPLOYEE SAVINGS PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - SALARIED PLAN

                              By: THE BOEING COMPANY

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

                              EMPLOYEE SAVINGS PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - COMPONENT PLAN

                              By: THE BOEING COMPANY

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

                              EMPLOYEE THRIFT PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - SUBSIDIARY PLAN

                              By: THE BOEING COMPANY

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

                              EMPLOYEE THRIFT PLAN OF MCDONNELL
                              DOUGLAS CORPORATION - HOURLY PLAN

                              By: THE BOEING COMPANY

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

                                     II-6
9
                              EMPLOYEE INVESTMENT PLAN OF
                              MCDONNELL DOUGLAS CORPORATION -
                              HOURLY EAST PLAN

                              By: THE BOEING COMPANY

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

                              EMPLOYEE INVESTMENT PLAN OF
                              MCDONNELL DOUGLAS CORPORATION - 
                              HOURLY WEST PLAN

                              By: THE BOEING COMPANY

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

                                     II-7
10

                          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.

DELOITTE & TOUCHE LLP
Seattle, Washington

July 30, 1997

                                      II-8
11

                                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-8)
         23.2             Consent of counsel (included in Exhibit 5.1)
         24.1             Power of Attorney (see Signature Page)