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<SEC-DOCUMENT>0000950157-97-000338.txt : 19970729
<SEC-HEADER>0000950157-97-000338.hdr.sgml : 19970729
ACCESSION NUMBER:		0000950157-97-000338
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	19970725
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		19970728
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOEING CO
		CENTRAL INDEX KEY:			0000012927
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT [3721]
		IRS NUMBER:				910425694
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00442
		FILM NUMBER:		97646137

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 3707 MS 1F 31
		CITY:			SEATTLE
		STATE:			WA
		ZIP:			98124
		BUSINESS PHONE:		2066552121

	MAIL ADDRESS:	
		STREET 1:		7755 EAST MARGINAL WAY SOUTH
		CITY:			SEATTLE
		STATE:			WA
		ZIP:			98124-2207

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOEING AIRPLANE CO
		DATE OF NAME CHANGE:	19730725
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>CURRENT REPORT
<TEXT>



==========================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               FORM 8-K


                            CURRENT REPORT

                PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): July 25, 1997


                          THE BOEING COMPANY
        (Exact name of registrant as specified in its charter)



        DELAWARE                       1-442                 91-0425694
(State or other jurisdiction   (Commission File Number)    (IRS Employer
     of incorporation)                                    Identification No.)


                     7755 East Marginal Way South
                          Seattle, Washington
               (address of principal executive offices)



Registrant's telephone number, including area code:  (206) 655-2121

                                  N/A
     (Former name or former address, if changed since last report)
==========================================================================


<PAGE>


ITEM 5.  OTHER EVENTS.

          On July 25, 1997, The Boeing Company announced that its
shareholders have approved issuance of up to 278,796,294 new shares of
Boeing common stock to accomplish the merger of a subsidiary of The
Boeing Company and McDonnell Douglas Corporation.

          The transaction is expected to close on August 1, 1997.

          A copy of the press release issued by The Boeing Company on
July 25, 1997 with respect to the shareholder vote is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

          (a) Financial statements of businesses acquired:

          Not applicable.

          (b) Pro forma financial information:

          Not applicable.

          (c) Exhibits:



      EXHIBIT
        NO.                        DESCRIPTION

       99.1    Press Release issued by The Boeing Company on July 25, 1997.


<PAGE>


                               SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.



Date:  July 25, 1997          THE BOEING COMPANY



                              By: /s/Theodore J. Collins
                                 ------------------------
                                 Senior Vice President and
                                 General Counsel


<PAGE>


                             EXHIBIT INDEX


          The following exhibits are filed herewith:


    EXHIBIT
       NO.                           DESCRIPTION

      99.1     Press Release issued by The Boeing Company  on July 25, 1997.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<DESCRIPTION>PRESS RELEASE
<TEXT>


                                                          Exhibit 99.1


          BOEING SHAREHOLDERS APPROVE ISSUANCE OF NEW SHARES


          SEATTLE, July 25, 1997--The Boeing Company announced today
that its shareholders have approved issuance of up to 278,796,294 new
shares of Boeing common stock to accomplish the merger of Boeing and
McDonnell Douglas Corporation.

          The transaction is expected to close on August 1, 1997.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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