December 30, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
The Boeing Company
James A. Bell, Executive Vice President and Chief Financial
Officer
100 N. Riverside
Chicago, IL. 60606

		Re:	The Boeing Company
			Form 10-K for the Year Ended December 31, 2004
       			File 001-00442

Dear Mr. Bell:

      Based upon an examination restricted solely to
considerations of
the Financial Statements, Management`s Discussion and Analysis,
and
Selected Financial Data, the staff has the following comments on
the
above-referenced documents.  Where indicated, we think you should
revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K For the Fiscal Year Ended December 31, 2004

Item 7- Management`s Discussion and Analysis of Financial
Conditions
and Results of Operations

Consolidated Results of Operations, page 13

1. In addition to the table summarizing your key indicators, we
suggest you present a second table summarizing the relative
contributions of your Commercial Airplanes, IDS and BCC businesses
to
consolidated revenues, operating earnings and net earnings.  In
this
regard, please ensure that you include the accounting differences,
eliminations and other items necessary to reconcile to the
consolidated totals shown in your table of key indicators.

Contractual Obligations, page 22

2. You have certain production related purchase obligations, which
have historically been settled through either termination payments
or
contract adjustments should the customer base not materialize to
support delivery from the supplier.  However, it appears that you
have
not recorded these obligations on your statement of financial
position.  Based on your disclosures, it appears probable that you
would incur some penalties as result of early settlement of these
obligations. Based on your historical experience it appears these
penalties could be reasonably estimated.  As such, please tell us
your
accounting policy related to these items and provide us with
support
for your conclusions.  If you believe there is only a reasonable
possibility that you will incur penalties, provide an estimate of
the
amount of such penalties. See paragraphs 8 and 10 of SFAS 5.

Guarantees, page 23

3. We note your disclosure that a contingent repurchase agreement
only
becomes a trade-in commitment if the customer exercises its right
to
sell the Sale Aircraft to you, and we also note your belief that
very
few, if any, of your outstanding contingent repurchase commitments
will ultimately become trade-in commitments.  With a view toward
expanded disclosure, tell us your historical experience in this
regard.  In your response, please clarify whether your customers
have
actually exercised their right to sell Sale Aircraft to you
aggregating $972 million and $1.3 billion as of December 31, 2004
and
2003.  If so, tell how you determined that it was probable that
you
would only be obligated to perform on trade-in commitments with
gross
amounts payable totaling $116 million and $582 million as of
December
31, 2004 and 2003.

4. Also, tell us how current trends in the airline industry have
affected your assumptions over the past two or three years.  For
example, tell us the principal reasons why the amount of estimated
gross payables to customers relating to trade-in commitments
decreased
from $582 million to $116 million during 2004.

767 Tanker program, page 38

5. We note that pre-contract costs associated with your 767 Tanker
Program were being deferred and recorded in inventory.  In this
regard, supplementally tell us why you believed these costs were
not
within the scope of SOP 98-5, and also tell us why you believe it
was
appropriate to record these costs in inventory.  In your response,
tell us the specific future benefits you expected to have resulted
even if the USAF contract was not obtained.  See paragraph 75(a)
of
SOP 81-1.

Item 8- Financial Statements

Consolidated Statements of Operations, page 63

6. It is unclear how your share-based plans expense relates to
other
operating expense line item classifications.  We prefer that
share-
based compensation be included in the appropriate line item, such
as
costs of products or services, general and administrative expense
or
research and development expense, parenthetically noting the
amount of
equity-related charge that is included in that line item.
However, in
the alternative, share-based compensation may be presented as a
separate line item, provided that you parenthetically note the
amount
of equity-related charge being excluded from the appropriate line
item
(because it is presented as a separate line item).

Note 1- Summary of Significant Accounting Principles

Inventories, page 70

7. Based on the disclosures on page 45, we note that your Launch
and
Orbital Systems segment has incurred negative operating margins as
costs of goods sold have exceeded net sales for the past three
fiscal
years.   Please significantly expand your accounting policy for
inventories to provide disclosure of the material assumptions and
methodologies used by management in assessing excess or obsolete
inventories.   Your disclosure should also describe (i) any
evidence
obtained to ensure that the utility of inventory goods through
their
ordinary disposal will not be less than its cost; and (ii) how
often
management evaluates inventories for impairment (e.g. at each
reporting date).   Please advise or revise accordingly.

Note 20- Arrangements with Off-Balance Sheet Risk

Guarantees, page 109

8. It appears that you do not record a liability in relation to
your
repurchase commitments at the point of the original sale of your
aircraft.  Instead, you record a liability at the point that
customers
exercise their rights to trade-in aircraft and enter into
arrangements
to purchase more aircraft.   However, it appears to us that these
agreements would fall under paragraphs 7-9 of EITF 00-24, which,
due
to the provisions in FIN 45, now require you to recognize a
liability
in relation to these agreements when the initial sale takes place.
Further, paragraph 8(a) of FIN 45 would require a liability to be
recorded in relation to your obligation to stand ready to perform
over
the term of the guarantee in the event that the specified
triggering
event or conditions occur even though it is not probable that
payments
will be required under that guarantee.  Please tell how your
accounting policies comply with the aforementioned standards.

9. In addition, please tell us how you apply paragraph 8(a) of FIN
45
to all of your guarantees other than those related to your
repurchase
commitments.

	As appropriate, respond to these comments within 15 business
days
or tell us when you will provide us with a response.  You may wish
to
provide us with marked copies of the amendment to expedite our
review.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Juan Migone at (202) 551-3312 or the
undersigned
at (202) 551-3211 if you have questions regarding comments on the
financial statements and related matters.


      Sincerely,




      David R. Humphrey
      Branch Chief-Accountant
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James A. Bell, Executive Vice President and Chief Financial
Officer
The Boeing Company
December 30, 2005
Page 5