Company Name: Boeing Co.
Public Availability Date: January 9, 2008

Document Sections:

INQUIRY LETTER
APPENDIX
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 21, 2007

VIA OVERNIGHT COURIER

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareholder Proposal Submitted by Bruce T. Herbert on Behalf of Dyke Richard Turner for Inclusion in The Boeing Company 2008 Proxy Statement

Dear Sir or Madam:

On November 23, 2007, The Boeing Company, a Delaware corporation ("Boeing" or the "Company"), received a proposed shareholder resolution and supporting statement (together, the "Proposal") from Bruce T. Herbert on behalf of Dyke Richard Turner (the "Proponent"), for inclusion in the proxy statement to be distributed to the Company's shareholders in connection with its 2008 Annual Meeting (the "2008 Proxy Statement"). We intend to omit the Proposal from the 2008 Proxy Statement and form of proxy (the "2008 Proxy Materials") because the proponent failed to establish eligibility to submit the Proposal.

Attached to this letter as Exhibit A is a copy of the Proposal; copies of additional correspondence between the Company and Mr. Herbert are attached as Exhibit B. In his letter submitting the Proposal (included in Exhibit A), Mr. Herbert stated that the Proponent is the beneficial owner of more than 560 shares of common stock of the Company that he has held for more than one year. However, Mr. Herbert did not provide timely verification of the Proponent's ownership.

By letter dated November 28, 2007 (included in Exhibit B), within 14 days of receiving the Proposal, the Company notified Mr. Herbert, as required by Rule 14a-8(f), that the Proponent must demonstrate eligibility to submit a shareholder proposal under Rule 14a-8(b)(2).

The Company's November 28, 2007 letter specifically advised Mr. Herbert that the Proponent, as a beneficial holder, must demonstrate his eligibility to submit a shareholder proposal by submitting to us a written statement from the record holder, such as a banker or broker, verifying that he has held at least $2,000 in market value, or 1% of the Company's common stock, for at least one year prior to the time Mr. Herbert submitted the proposal. As required by Rule 14a-8(f), we also advised Mr. Herbert that a response with the appropriate documentation of ownership must be postmarked or transmitted electronically within 14 days of receipt of the letter. For Mr. Herbert's reference, a copy of Rule 14a-8(f) was enclosed with the letter.

Our tracking information, attached as Exhibit C, indicates that our letter notifying Mr. Herbert of the Proposal's deficiencies was received on the morning of November 29, 2007. The 14th day after that date was December 13, 2007. However, the Company did not receive proof of the Proponent's ownership until December 17, 2007, four days after the applicable deadline. See email from Bruce Herbert to Mark R. Pacioni (Dec. 17, 2007) (included in Exhibit B).

Because the required proof of ownership was received after the applicable deadline, the Proposal may be excluded under Rule 14a-8(f). See, e.g., Exxon Mobil Corp., SEC No-Action Letter, 2007 WL 675663 (Feb. 28, 2007); General Electric Co., SEC No-Action Letter, 2007 WL 162267 (Jan. 16, 2007); General Motors Corp., SEC No-Action Letter, 2006 WL 733986 (Mar. 21, 2006); Nationwide Financial Services Inc., SEC No-Action Letter, 2006 WL 407784 (Feb. 21, 2006).

We hereby request that the staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action to the Securities and Exchange Commission if Boeing excludes the Proposal from the 2008 Proxy Materials.

In accordance with Rule 14a-8(j), we hereby file six copies of this letter and all attachments and are simultaneously forwarding a copy of this letter via overnight courier, with copies of all enclosures, to the Proponent as notice of the Company's intention to exclude the Proposal from the 2008 Proxy Materials.

The Company presently intends to file its definitive 2008 Proxy Materials on March 14, 2008, or as soon as possible thereafter. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 calendar days before the Company will file its definitive 2008 Proxy Statement with the Commission.

Please fax any response by the Staff to this letter to my attention at (312) 544-2829. We hereby agree to promptly forward to Mr. Herbert any Staff response to this no-action request that the Staff transmits to us by facsimile.

Should you have any questions regarding any aspect of this matter or require any additional information, please call me at (312) 544-2802.

Please acknowledge receipt of this letter and its enclosures by stamping the enclosed copy of this letter and returning it to me in the enclosed envelope.

Very truly yours,

/s/

Michael F. Lohr
Corporate Secretary

enclosures

cc: Bruce T. Herbert

[APPENDIX]

VIA Facsimile & Delivery

Friday, November 23, 2007

James C. Johnson
Vice President, Corporate Secretary and
Assistant General Counsel
The Boeing Company
Mail Code 5003-1001
100 N. Riverside
Chicago, IL 60606

Re: Shareholder Proposal on Disclosure of Contributions

Dear Mr. Johnson:

We wish to thank you for several fruitful conversations with members of your staff related to the topic of disclosing political and trade association contributions. We feel very positively about the momentum generated and think that a positive, mutually beneficial outcome will result from this discussion.

Because the filing deadline is at hand for including shareholder proposals in the proxy materials for the 2008 annual meeting, simply to preserve our rights under SEC regulations we are filing the enclosed proposal. We feel quite hopeful about the direction of the conversation and expect to be able withdraw the proposal as soon as the conversation achieves a worthwhile resolution.

Therefore, on behalf of our client Dyke Richard Turner, we are filing the enclosed resolution seeking disclosure of political and related expenditures. This is for consideration and action by the stockholders at the next annual meeting, and for inclusion in the proxy statement in accordance with Rule 14a-8 of the general rules and regulations of the Securities Exchange Act of 1934. We would appreciate your indicating in the proxy statement that we are sponsors of this resolution.

Mr. Turner is the beneficial owner of more than 560 shares of common stock that he has held for more than one year. These are the same sharesheld continuouslyas has qualified Mr. Turner to submit a similar resolution in the past. As required by SEC rules, a representative of the filers will attend the stockholders meeting to move the resolution, and we will continue to hold shares in the company through the time of the stockholders meeting.

We regret that an ongoing discussion on this topic has not yet reached a full conclusion, but it is our sincere desire to continue this dialogue toward the end of reaching a mutually satisfactory agreement whereby the resolution may be withdrawn.

Thank you, Mr. Johnsonwe look forward to being in touch.

Sincerely.

/s/

Bruce T. Herbert, AIF
President, ACCREDITED INVESTMENT FIDUCIARY\TM/

cc: Dyke Richard Turner
David Schilling, Interfaith Center on Corporate Responsibility (ICCR)
Securities and Exchange Commission

[APPENDIX]

1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary political contributions and expenditures not deductible under section 162(e)(1)(B) of the Internal Revenue Code, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code and any portion of any dues or similar payments made to any tax exempt organization that is used for an expenditure or contribution if made directly by the corporation would not be deductible under section 162 (e)(1)(B) of the Internal Revenue Code. The report shall include the following:

a. An accounting of the Company's funds that are used for political contributions or expenditures as described above;

b. Identification of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure; and

c. The internal guidelines or policies, if any, governing the Company's political contributions and expenditures.

The report shall be presented to the board of directors' audit committee or other relevant oversight committee and posted on the company's website to reduce costs to shareholders.

Stockholder Supporting Statement

As long-term shareholders of Boeing, we support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate.

Disclosure is consistent with public policy and in the best interest of the company and its shareholders. Absent a system of accountability, company assets can be used for policy objectives that may be inimical to the long-term interests of and may pose risks to the company and its shareholders.

Boeing contributed at least $2.6 million in corporate funds since the 2000 election cycle. (CQ's PoliticalMoneyLine, available at http://moneyline.cq.com/pml/home.do and National Institute on Money in State Politics, available at http://www.followthemoney.org/index.phtml)

However, relying on publicly available data does not provide a complete picture of the Company's political expenditures. For example, the Company's payments to trade associations used for political activities are undisclosed and unknown. In many cases, even corporate management does not know how trade associations use their company's money politically.

The proposal asks the Company to disclose all of its political contributions, including payments to trade associations and other tax exempt organizations. This would bring our Company in line with a growing number of leading companies, including Pfizer, Dell, Aetna and American Electric Power that support political disclosure and accountability and disclose this information on their websites.

The Company's Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

* * *

[STAFF REPLY LETTER]

January 9, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Boeing Company Incoming letter dated December 21, 2007

The proposal relates to political contributions and expenditures.

There appears to be some basis for your view that Boeing may exclude the proposal under rule 14a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of Boeing's request, documentary support indicating that he has satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Boeing omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

/s/

Heather L. Maples
Special Counsel