As filed with the Securities and Exchange Commission on March   , 1994
                                           Registration No. 33-

                       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 INCORPORATION OR ORGANIZATION)
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                        
                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
                                        
                                        
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS OF THE BOEING COMPANY
                            (FULL TITLE OF THE PLAN)
                                        
                                        
                                 HEATHER HOWARD
                    CORPORATE SECRETARY AND CORPORATE COUNSEL
                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
                                  206: 655-7531
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                        
                         CALCULATION OF REGISTRATION FEE

                               Proposed      Proposed         
  Title of                     maximum       maximum          
 securities       Amount       offering      aggregate       Amount of
 to be            to be        price per     offering        registra-
 registered      registered    share (1)     price (1)       tion fee
                 
Common                                                     
stock, par        125,000       $45.6875    $5,710,937.50    $1,969.29
value $5.00       shares(2)             
per share

(1)Estimated solely for the purpose of calculating the registration fee, pur-
   suant to Rule 457 under the Securities Act of 1933, as amended.  The price
   per share is estimated to be $45.6875, based on the average of the high and
   low sales prices for the registrant's common stock on March 17, 1994, as
   reported for New York Stock Exchange Composite Transactions.

(2)Includes an indeterminable number of additional shares which may be necessary
   to adjust the number of shares reserved for issuance pursuant to such plan as
   the result of any future stock split, stock dividend or similar adjustment of
   the registrant's outstanding common stock.
                                     
                                     
                                     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, 1993, which contains audited financial statements for the
   most recent 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
   referred to in (a) above; and

(c)The description of the registrant's common stock contained in the
   registration statement on Form 10 (Registration No. 1-442), 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 Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment, which documents indicate that the securities
offered hereby have been sold or which deregister 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 which 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,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such 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 which 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.

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 which, 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, wrong act or omission,
neglect or breach of duty.

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

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

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

ITEM 8. EXHIBITS

Exhibit
Number                              Description
- ------------------------------------------------------------------------------

  5   Opinion of counsel regarding legality of the common stock being
      registered

23.1  Consent of Deloitte & Touche

23.2  Consent of counsel (included in Exhibit 5)

24    Power of Attorney (see signature page)

99    Deferred Compensation Plan for Directors of The Boeing Company


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:
  (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933, as amended (the "Securities Act");
  (ii) 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) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in this
  registration statement; and
  (iii) 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 (l)(i) and (l)(ii) 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 by the registrant pursuant
to Section 13 or 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 which remain unsold at the termination of the
offering.

(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(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 Securities and Exchange 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 of
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.

                                       



                                   SIGNATURES

Pursuant to the requirements of the Securities Act, 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 February 28, 1994.
                                
                                THE BOEING COMPANY
                                
                                By  /s/ Frank Shrontz
                                Frank Shrontz
                                Chairman of the Board and
                                Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
collectively and individually Frank Shrontz, Philip M. Condit and Douglas P.
Beighle as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, in his or her name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on February 28, 1994.

























Signature
- ---------

/s/ Frank Shrontz
- ------------------------------------------------  Chairman of the Board and
Frank Shrontz                                     Chief Executive Officer

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

/s/ Thomas M. Budinich
- -------------------------------------------------  Vice President and Controller
Thomas M. Budinich

/s/ Robert A. Beck
- ------------------------------------------------   Director
Robert A. Beck

/s/ Philip M. Condit
- --------------------------------------------------  President and Director
Philip M. Condit

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

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

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

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

/s/ George M. Keller
- ------------------------------------------------    Director
George M. Keller

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

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

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


- -------------------------------------------------   Director
George H. Weyerhaeuser
                                
                                
                                INDEX TO EXHIBITS
Exhibit
Number   Description
- ----------------------------

5        Opinion of counsel regarding legality of the common stock being
         registered

23.1     Consent of Deloitte & Touche

23.2     Consent of counsel (included in Exhibit 5)

24       Power of Attorney (see signature page)

99       Deferred Compensation Plan for Directors of The Boeing Company
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION PLAN FOR DIRECTORS", "secsgml_size_bytes": 16832}]
{"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": "033-52773", "film-number": "94517138"}, "business-address": {"street1": "P O BOX 3707 M/S 1F-31", "city": "SEATTLE", "state": "WA", "zip": "98108", "phone": "2066552121"}, "mail-address": {"street1": "7755 EAST MARGINAL WAY SOUTH", "city": "SEATTLE", "state": "WA", "zip": "98124"}, "former-company": {"former-conformed-name": "BOEING AIRPLANE CO", "date-changed": "19730725"}}
As filed with the Securities and Exchange Commission on March   , 1994
                                           Registration No. 33-

                       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 INCORPORATION OR ORGANIZATION)
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                        
                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
                                        
                                        
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS OF THE BOEING COMPANY
                            (FULL TITLE OF THE PLAN)
                                        
                                        
                                 HEATHER HOWARD
                    CORPORATE SECRETARY AND CORPORATE COUNSEL
                          7755 EAST MARGINAL WAY SOUTH
                            SEATTLE, WASHINGTON 98108
                                  206: 655-7531
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                        
                         CALCULATION OF REGISTRATION FEE

                               Proposed      Proposed         
  Title of                     maximum       maximum          
 securities       Amount       offering      aggregate       Amount of
 to be            to be        price per     offering        registra-
 registered      registered    share (1)     price (1)       tion fee
                 
Common                                                     
stock, par        125,000       $45.6875    $5,710,937.50    $1,969.29
value $5.00       shares(2)             
per share

(1)Estimated solely for the purpose of calculating the registration fee, pur-
   suant to Rule 457 under the Securities Act of 1933, as amended.  The price
   per share is estimated to be $45.6875, based on the average of the high and
   low sales prices for the registrant's common stock on March 17, 1994, as
   reported for New York Stock Exchange Composite Transactions.

(2)Includes an indeterminable number of additional shares which may be necessary
   to adjust the number of shares reserved for issuance pursuant to such plan as
   the result of any future stock split, stock dividend or similar adjustment of
   the registrant's outstanding common stock.
                                     
                                     
                                     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, 1993, which contains audited financial statements for the
   most recent 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
   referred to in (a) above; and

(c)The description of the registrant's common stock contained in the
   registration statement on Form 10 (Registration No. 1-442), 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 Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment, which documents indicate that the securities
offered hereby have been sold or which deregister 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 which 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,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such 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 which 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.

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 which, 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, wrong act or omission,
neglect or breach of duty.

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

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

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

ITEM 8. EXHIBITS

Exhibit
Number                              Description
- ------------------------------------------------------------------------------

  5   Opinion of counsel regarding legality of the common stock being
      registered

23.1  Consent of Deloitte & Touche

23.2  Consent of counsel (included in Exhibit 5)

24    Power of Attorney (see signature page)

99    Deferred Compensation Plan for Directors of The Boeing Company

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:
  (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933, as amended (the "Securities Act");
  (ii) 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) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in this
  registration statement; and
  (iii) 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 (l)(i) and (l)(ii) 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 by the registrant pursuant
to Section 13 or 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 which remain unsold at the termination of the
offering.

(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(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 Securities and Exchange 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 of
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.

                                       

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, 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 February 28, 1994.
                                
                                THE BOEING COMPANY
                                
                                By  /s/ Frank Shrontz
                                Frank Shrontz
                                Chairman of the Board and
                                Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
collectively and individually Frank Shrontz, Philip M. Condit and Douglas P.
Beighle as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, in his or her name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on February 28, 1994.

Signature
- ---------

/s/ Frank Shrontz
- ------------------------------------------------  Chairman of the Board and
Frank Shrontz                                     Chief Executive Officer

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

/s/ Thomas M. Budinich
- -------------------------------------------------  Vice President and Controller
Thomas M. Budinich

/s/ Robert A. Beck
- ------------------------------------------------   Director
Robert A. Beck

/s/ Philip M. Condit
- --------------------------------------------------  President and Director
Philip M. Condit

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

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

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

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

/s/ George M. Keller
- ------------------------------------------------    Director
George M. Keller

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

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

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

- -------------------------------------------------   Director
George H. Weyerhaeuser
                                
                                
                                INDEX TO EXHIBITS
Exhibit
Number   Description
- ----------------------------

5        Opinion of counsel regarding legality of the common stock being
         registered

23.1     Consent of Deloitte & Touche

23.2     Consent of counsel (included in Exhibit 5)

24       Power of Attorney (see signature page)

99       Deferred Compensation Plan for Directors of The Boeing Company