SCHEDULE 14A INFORMATION

   Proxy Statement Pursuant to Section 14(a) of the Securities
             Exchange Act of 1934 (Amendment No.  )


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240.14a-12

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by Rule 14a-6(e)(2))

                         BOEING
- -----------------------------------------------------------------

    (Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)  United Food & Commercial Workers Union Local 99R

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SHAREHOLDER ALERT

UFCW 99R
2401 N. Central Ave., 2nd fl. 
Phoenix AZ  85004
(602) 572-2149

Sent to shareholders: Feb. __, 1997 

INDEPENDENT SHAREHOLDER SOLICITATION FOR PROPOSAL FOR ANNUAL
ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION) 
at BOEING CORPORATION
Annual Stockholders Meeting 
April 28, 1997
Seattle WA

Dear Fellow Boeing Shareholder:

     We write to alert you to an upcoming vote on our shareholder
proposal recommending the company declassify its board of
directors (that is, have all directors elected annually). 

     Boeing has a "classified" or "staggered" board, meaning each
year shareholders only get to vote on one-third of the seats on
the board. 

     Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. Shareholder
proposals recommending declassification received record support
in 1996.  A majority of shareholders voting cast their ballots
against staggered boards at Alumax, General Instrument, Liz
Claiborne, Rowan and Stride Rite.
 
     Many companies have annual election of all directors,
including Hewlett-Packard and U.S. Bancorp.  Wayne Huizenga, co-
founder of Blockbuster and Waste Management (WMX), has the
following views on staggered boards, according to The Making of a
Blockbuster (by Business Week reporter Gail DeGeorge, 1996, at p.
211):

     He didn't believe in staggered boards, golden parachutes,
     poison pills, or any of the other anti-takeover remedies
     adopted by U.S. corporations. "The best thing for
     shareholders to if someone wants to come in and make a run
     at the company, let them make a run. Run the price up,
     that's what my job was * * * All these chairmen that want to
     put this in place and that in place, they all want to save
     their jobs. I don't care about my job.FN1 

FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.


In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year. 

     Under a classified board, any takeover fully supported by
the shareholders would still take 3 years to fully accomplish,
because it would take 3 annual meetings to replace the whole
board. We think that's unfair to shareholders. 
     
VOTING PROCEDURE AND VOTING RIGHTS

       We have asked management to include this proposal in the
proxy card it will send you, but do not know whether it will do
so. We intend to circulate our own proxy card in support of the
proposal once management releases the information necessary for
us to prepare such a card (names of nominees for election, etc.).

       You may revoke a proxy vote any time before the tally by
(1) executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the date of the
meeting.  We will keep the content of all cards we receive
confidential from everyone except our staff, except that at the
meeting our cards must be presented to the company's tabulator in
order to be counted.   

SOLICITATION

       The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 25 shares of
company common stock. We expect to spend about $2000 on the
solicitation.  We represent employees in the Arizona retail food
industry, and are in negotiations over a successor contract for
one Albertson's store. We are organizing other Albertson's stores
over management opposition in what we feel are improper forms.
Albertson's director John Fery is also a Boeing director. We do
not ask for your support in the labor dispute and do not believe
it relevant to how you should vote on a corporate governance
proposal. Even if these labor problems are resolved, we will
present your proxy cards at the shareholders meeting.  We have
pursued and will pursue similar shareholder proposals at other
companies similarly connected to Albertson's. 

RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS 

       Information on these subjects will be contained in
management's forthcoming proxy statement.  

PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR ANNUAL ELECTION OF
ALL DIRECTORS (BOARD DECLASSIFICATION).

                                     Sincerely,
                                     William McDonough
                                     President UFCW 99