8-K

UNITED STATES
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):  August 12, 2002

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Commission file number 1-442

Delaware	91-0425694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 N. Riverside, Chicago, IL	60606-1596
(Address of principal executive offices)	(Zip Code)

(312) 544-2000

(Registrant's telephone number, including area code)

Item 9.   Regulation FD Disclosure

On August 12, 2002, Philip M. Condit, and Michael M. Sears, Chief Executive Officer and Chief Financial Officer, of The Boeing Compay each signed the sworn statements required by the Securities and Exchange Commission Order No. 4-460. The two statements are furnished as Exhibit 99.1 and 99.2 to this report and are incorporated by reference herein.

SIGNATURES

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.

THE BOEING COMPANY

/s/  James A. Bell

James A. Bell
Vice President Finance & Corporate Controller

August 12, 2002

Exhibit Index to The Boeing Company Current Report on Form 8-K dated August 12, 2002:

Exhibit No.	Description
99.1	Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings dated August 12, 2002
99.2	Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings dated August 12, 2002

EX-99

Exhibit (99.1)
Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Philip M. Condit, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of The Boeing Company, and, except as corrected or supplemented in a subsequent covered report:

*no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

*no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with The Boeing Company's audit committee.

(3)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

*The Boeing Company's 2001 Annual Report on Form 10-K filed with the Commission on March 8, 2002; and

*all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Boeing Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and

*any amendments to any of the foregoing.


/s/ Philip M. Condit


Philip M. Condit
Chairman of The Board,
Chief Executive Officer and Director
August 12, 2002



Subscribed and sworn to me this 12 day of August 2002.


/s/ Mary J. Ulibarri


Mary J. Ulibarri
Notary Public

My Commission Expires:  October 5, 2005

EX-99

Exhibit (99.2)
Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Michael M. Sears, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of The Boeing Company, and, except as corrected or supplemented in a subsequent covered report:

*no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

*no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with The Boeing Company's audit committee.

(3)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

*The Boeing Company's 2001 Annual Report on Form 10-K filed with the Commission on March 8, 2002; and

*all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Boeing Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and

*any amendments to any of the foregoing.


/s/ Michael M. Sears


Michael M. Sears
Senior Vice President and
Chief Financial Officer
August 12, 2002



Subscribed and sworn to me this 12 day of August 2002.


/s/ Mary J. Ulibarri


Mary J. Ulibarri
Notary Public

My Commission Expires:  October 5, 2005