BOEING

                                  PROPOSAL 6:
                         1997 SHAREHOLDER PROPOSAL
                         ON DOING BUSINESS WITH CHINA      

The Province of St. Joseph of the Capuchin Order, the Passionist
Community, and Franklin Research & Development Corporation have
advised the Company that they intend to present the following
resolution at the Annual Meeting.  Approval of this proposal
would require the affirmative vote of a majority of the
outstanding shares of common stock present in person or by proxy
and entitled to vote at the Annual Meeting.

SHAREHOLDER RESOLUTION

WHEREAS, The Boeing Company successfully lobbied the Clinton
Administration to grant Most Favored Nation status to the
Peoples' Republic of China in a way that "delinks" human rights
from MFN status; 

  - In arguing against such linkage, President Clinton stated
(1994) that "constructive engagement" in China through business
contacts would best ensure human rights;

  - In 1997 President Clinton admitted his "constructive
engagement" policy had not produced positive results regarding
human rights in China.  His Administration's annual report on
human rights noted of China that its "economic pragmatism and
increasingly robust ties of trade and commerce with the United
States" has not prevented or ameliorated "widespread and
well-documented human rights abuses;"

  - The New York Times reported (06/09/96) Boeing is "China's
most valuable lobbyist" and has co-produced "a video that is a
remarkably dewy-eyed depiction of China--no repression of
dissidents, no sales of automatic weapons to gangs in Los
Angeles, no nuclear proliferation, but plenty of Chinese enjoying
American goods;"      


  - U.S. corporations doing business with China and Tibet provide
financial support and legitimization for the Chinese government's
rule there;

  - Congressional resolutions were introduced into both houses
calling for certain principles to be followed by U.S. nationals
engaged in commercial activities in China and Tibet. Human Rights
Watch created parallel principles;

     RESOLVED: shareholders request the Board to adopt, by
January 1, 1998, basic human rights criteria for its business
operations in and/or with the Peoples' Republic of China.
Requesting shareholders shall be notified of these principles and
how Boeing intends to implement them by July 1, 1998.

PROPONENTS' SUPPORTING STATEMENT

We ask the board to consider the following in creating these
principles:

1.  Not to use goods or products manufactured by forced labor in
the People's Republic of China and Tibet;
2.  To safeguard Chinese and Tibetan employees prone to dismissal
based upon their involvement in non-violent demonstrations, past
records of arrests or internal exile for non-violent protest or
membership in unofficial organizations committed to non-violence;
3.  To ensure that production methods do not unnecessarily risk
harm to the surrounding environment;
4.  To strive to use independent businesses when looking for
potential business partners in China and Tibet;
5.  To prohibit any military presence on industrial cooperation
project premises;
6.  To promote freedom of association and assembly among
employees;
7.  To press Chinese authorities to list those arrested in the
last three years, to end incommunicado detention, and for access
to international observers to places of detention;
8.  To discourage or undertake to prevent compulsory political
indoctrination programs from occurring on company premises in
China and Tibet;
9.  To promote freedom of expression.

In a New York Times piece, A.M. Rosenthal stated: "The Chinese
Communists are creating a system in which controlled capitalism
and tyranny work together. . . But if American businesses do not
care that their country and companies help finance torture cells,
what can an individual do about it? Use the stockholder's right
to demand a rights code for every U.S. business investing in
China."  If you agree, please vote "yes."


          THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
             THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Boeing Company is a leading aerospace firm and is committed
to being one of the premier industrial companies in the world. We
operate in an extraordinarily competitive business and have done
so successfully and responsibly. Ours is the history of a company
identified with integrity and high business principle.  Where we
operate, we bring commitment to the rule of law and respect for
employees and their rights of association and assembly.

The Board of Directors is not insensitive to the issues
surrounding the totality of United States interests in relations
with China. These include the interest of the United States in
the promotion of human rights. We believe that the lives of
hundreds of millions of Chinese have improved dramatically under
economic reform and through the engagement in China of
international companies, including Boeing.  As former U.S.
Ambassador to China Stapleton Roy has stated, the recent years of
modern China's history are "the best in terms of prosperity,
individual choice, access to outside sources of information,
freedom of movement within the country, and stable domestic
conditions."

As China moves into the next century, it is important that China
has business relations with countries and companies that foster
practices compatible with those of its trading partners. Boeing
is conducting its business to compete successfully and to
maintain and strengthen its role and opportunities in China. It
is our experience that significant good is accomplished by
bringing countries into the mainstream of open-market trading and
economic progress.  China's accession into the World Trade
Organization and U.S. normalization of trade with China (through
the grant of permanent Most Favored Nation status) will expand
engagement by the United States in China and further improve
living standards for the Chinese people.

    
Contrary to the implications in the proposal, The Boeing Company
is not doing business in Tibet. It does not use products
manufactured in Tibet and does not sell airplanes there. Boeing
has no company premises in Tibet and no suppliers in Tibet.      

    
                 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
                          A VOTE AGAINST PROPOSAL 6.      


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1997 Wise Use Movement.


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