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                               April 12, 2024

       Michael Cleary
       Senior Vice President and Controller
       BOEING CO
       929 Long Bridge Dr
       Arlington VA 22202

                                                        Re: BOEING CO
                                                            Form 10-K
                                                            Filed January 31,
2024
                                                            File No. 001-00442

       Dear Michael Cleary:

                                                        We have reviewed your
filing and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K filed January 31, 2024

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Consolidated Results of Operations, page 23

   1.                                                   We note multiple
disclosures in your document including your Business Environment and
                                                        Trends section, that
you have been experiencing supply chain disruptions and inflationary
                                                        pressures. We also note
your disclosure that these factors have reduced overall
                                                        productivity and
adversely impacted your financial position, results of operations and cash
                                                        flows. In future
filings, please expand your results of operations disclosures to quantify, if
                                                        possible, the specific
impacts supply chain disruption and inflation have had on your cost
                                                        structure, including
the impact on your revenue, profits, and/or liquidity.
       Accounting Quantity, page 31

   2.                                                   We note throughout your
document, you discuss delivery and order cancellation risks
                                                        associated with various
commercial airplane programs, including your 777X, 737-7 and
                                                        737-10. We note your
tabular presentation on page 32, which depicts undelivered units
                                                        under firm orders by
program. In future filings, please expand your presentation to
 Michael Cleary
BOEING CO
April 12, 2024
Page 2
         provide additional breakdown of your 737 variants to allow investors
to better understand
         the composition of your backlog.
Financial Statements
Note 1 - Summary of Significant Accounting Policies
Goodwill and Other Acquired Intangibles, page 64

3.       We note your substantial Goodwill balance as of year end, including
the balances
         reflected in your Commercial Airplanes and Defense, Space & Security
segments. We
         further note these segments have sustained significant operating
losses in either all, or two
         of the three most recent years presented in your filing. In future
filings beginning with
         your next quarterly report, please revise the notes to the financial
statements and your
         Critical Accounting Estimates section in MD&A to disclose whether a
qualitative or
         quantitative impairment test was performed for the respective
reporting units. For any
         reporting unit requiring a quantitative impairment test, disclose the
methods and
         significant assumptions used to test for impairment. Your disclosure
should also state
         whether or not the fair value of your reporting units "substantially
exceeds" the carrying
         value. To the extent any reporting unit fair values are not
substantially in excess of fair
         values, disclose the identity of those reporting units and the amount
or percentage by
         which the fair value exceeds their carrying value. Please refer to ASC
350-10-50 and
         Item 303(b)(3) of Regulation S-K and Section V of SEC Release No.
33-8350. Also, if
         any reporting units have zero or negative carrying amounts of net
assets, please disclose
         the identity of those reporting units with allocated goodwill, the
amount of goodwill
         allocated to each and in which reportable segment the reporting unit
is included. See
         requirement in ASC 350-10-50-1A. As part of your response, please also
provide us with
         the results of your 2023 impairment testing that include the
aforementioned details.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Kevin Stertzel at 202-551-3723 or Claire Erlanger at
202-551-3301 if you
have questions regarding comments on the financial statements and related
matters.



FirstName LastNameMichael Cleary                               Sincerely,
Comapany NameBOEING CO
                                                               Division of
Corporation Finance
April 12, 2024 Page 2                                          Office of
Manufacturing
FirstName LastName