8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of the earliest event reported): February 22, 2005

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                               The Boeing Company
             (Exact name of registrant as specified in its charter)

              Delaware                       1-442                91-0425694
  (State or other jurisdiction of         (Commission          (I.R.S Employer
  incorporation or organization)          File Number)       Identification No.)

   100 N. Riverside, Chicago, IL                               60606-1596
       (Address of principal                                   (Zip Code)
        executive offices)

                                 (312) 544-2000
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

      On February 22, 2005, The Boeing Company ("Boeing") entered into an Asset
Purchase Agreement (the "Purchase Agreement") with Mid-Western Aircraft Systems,
Inc. ("Mid-Western"), an indirect majority-owned subsidiary of Onex Partners LP.
Under the Purchase Agreement Boeing has agreed to sell, and Mid-Western has
agreed to buy, substantially all of the assets related to the airplane
components business of Boeing's Commercial Airplanes operating segment, which
designs, manufactures and supports structural components (including spare parts)
for commercial airplanes and manufactures components for certain military
platforms at facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma
(collectively, the "Business"). Transaction consideration to Boeing includes
approximately $900 million cash, the transfer of certain liabilities and entry
into long-term supply agreements that Boeing expects to provide ongoing cost
savings. Boeing will retain certain liabilities associated with the Business.

      Mid-Western's obligation to complete the purchase under the Purchase
Agreement is subject to several conditions, including without limitation the
following requirements:

      o     all required governmental and third party consents to transfer have
            been obtained, including applicable antitrust approvals;

      o     Mid-Western receives the proceeds of its debt financing in
            substantially the amount and form described in its financing
            commitments; and

      o     the successful negotiation of collective bargaining agreements by
            Mid-Western.

      The cash purchase price for the Business will be approximately $900
million and is subject to certain post-closing adjustments, including, without
limitation, changes in the working capital of the Business and certain
investments made by Boeing. Boeing expects to recognize a non-cash loss on the
transaction attributable to the transfer of pension-related assets and
liabilities. Recognizing these non-cash charges at closing will reduce future
pension expenses.

      The Purchase Agreement contemplates that Boeing and Mid-Western will enter
into a number of long-term supply agreements and license agreements at or prior
to the closing of the purchase (including with respect to Boeing's 787 aircraft
program), pursuant to which Mid-Western will provide certain parts and services
on an exclusive basis to Boeing, as well as a transition services agreement. The
Purchase Agreement also includes a covenant by Boeing during the term of those
supply agreements not to compete with Mid-Western in the manufacture of certain
products subject to those supply agreements. The Purchase Agreement also
contemplates that Boeing will provide Mid-Western with a $150 million
subordinated, secured non-revolving line of credit which shall contain customary
terms and covenants for a credit line of this type.

      Certain statements in this Report contain "forward-looking" information
(as defined in the Private Securities Litigation Reform Act of 1995), which
involve risk and uncertainty. These include statements reflecting Boeing's
expectations that the sale to Mid-Western of the assets of the Business as
provided for in the Purchase Agreement will be completed, that it will recognize
a non-cash loss on the transaction and that the long-term supply agreements will
provide Boeing with cost savings. These forward-looking statements are not
guaranties of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Forward-looking statements are based
on assumptions as to future events that may not prove to be accurate. Actual
outcomes and results may differ materially from those we express or forecast in
these forward-looking statements. Boeing undertakes no obligation to update the
forward-looking statements in this Report and does not intend to do so.

Item 9.01 Financial Statements and Exhibits

        (c) Exhibits

        Exhibit Number                 Description
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              99.1                     Press Release issued February 22, 2005


                                      -2-


                                   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.

Date: February 24,2005                THE BOEING COMPANY


                                      By /s/ James C. Johnson
                                         ---------------------------------------
                                         James C. Johnson
                                         Vice President, Corporate Secretary and
                                         Assistant General Counsel


                                      -3-

EX-99.1

Exhibit 99.1

WICHITA, Kansas, Feb. 22, 2005 - The Boeing Company [NYSE: BA] and Onex
Corporation today announced an agreement under which Onex will acquire the
Wichita/Tulsa Division of Boeing Commercial Airplanes.

The transaction includes Commercial Airplanes facilities and assets in Wichita,
Kansas, and Tulsa and McAlester, Oklahoma. Transaction consideration to Boeing
includes approximately $900 million cash, transfer of certain liabilities and
long-term supply agreements that provide Boeing ongoing cost savings. The
single-source supply agreements cover the structures and parts currently
produced by the Wichita/Tulsa Division, providing a stable base of revenue for
the new business to build upon. In addition, the Wichita/Tulsa operations will
continue as a major partner on the 787 Dreamliner.

The sale is expected to close during the second quarter of 2005. Boeing expects
to recognize a non-cash loss on the transaction attributable to the transfer of
pension related assets and liabilities. Recognizing these non-cash charges at
closing will reduce future pension expenses. Boeing Integrated Defense Systems
operations in Wichita and Oklahoma are not included in the transaction.

"This agreement fully supports our strategy to focus Boeing on large-scale
systems integration, which is where we are most competitive and can add the most
value to our airplanes and services," said Boeing Commercial Airplanes President
and Chief Executive Officer Alan Mulally. "Boeing will benefit from lower
procurement costs and the Wichita/Tulsa operations now can grow by winning new
business with other customers."

Mulally said Boeing selected Onex based on its successful history of investing
in and growing companies.

Onex will form a new company to operate the facilities. The plants will continue
to operate under the leadership of Jeff Turner, currently vice president and
general manager of the Boeing Commercial Airplanes Wichita Division, who will be
the new company's CEO.

"Onex has a strategy to build the most efficient and innovative company in the
aerostructures industry. We intend to invest over $1 billion in Kansas and
Oklahoma in the next few years," said Seth Mersky, an Onex managing director.

Mersky said Onex's vision is to grow the value of the Wichita/Tulsa operations
over a number of years.

"We are committed to working in close partnership with the current Wichita/Tulsa
senior leadership team to make the transition as seamless as possible," added
Nigel Wright, another Onex managing director. "The new company will compete for
work inside and outside of Boeing, providing potential for more, and more
stable, jobs. The key is to get the cost structure right."


Boeing announced in April 2004 that it was studying the possible sale of its
plants in Wichita , Tulsa and McAlester . Boeing included balancing the
interests of employees, customers, shareholders and its plant communities in its
criteria for the decision.

"We firmly believe that this decision provides the best available outcome for
the Wichita/Tulsa Division and its plant communities by creating new
opportunities for sustained growth as a separate operation. Onex shares this
perspective, and we look forward to a long and productive relationship
together," Mulally said.

Approximately 9,000 Commercial Airplanes employees currently work at the
Wichita, Tulsa and McAlester sites. The Division incurred approximately US$2.2
billion in annual costs for 2004. The facilities currently supply Boeing with
fuselage and other structural components for the 737, 747, 767 and 777 programs,
and the division is a supplier partner on the 787 Dreamliner.

The transaction is subject to a number of conditions before closing, including
U.S. government reviews.

Goldman Sachs advised The Boeing Company on this transaction.

About The Boeing Company

With headquarters in Chicago , The Boeing Company is the largest aerospace
company in the world and is one of the leading U.S. exporters. It is the world's
largest manuf acturer of commercial jetliners and military aircraft, and the
largest NASA contractor. The company's capabilities in aerospace also include
rotorcraft, electronic and defense systems, missiles, rocket engines,
satellites, launch vehicles and advanced information and communication systems.
The company has an extensive global reach with customers, manufacturing
facilities, suppliers and business partners throughout the world. Boeing
Commercial Airplanes produces the popular 7-series jetliner family, and is
setting a new standard for jetliners with its upcoming 787 Dreamliner. Boeing
Commercial Airplanes is headquartered in Seattle , Wash.

About Onex

Onex is a Toronto-based diversified company with annual consolidated revenues of
approximately Cdn$16 billion and consolidated assets of approximately Cdn$12
billion. It is one of Canada 's largest companies with global operations in
service, manufacturing and technology industries. Its operating companies
include Celestica Inc.; Magellan Health Services, Inc.; ClientLogic Corporation;
Cineplex Galaxy LP; J.L. French Automotive Castings, Inc.; Res-Care, Inc.;
Radian Communications Services Corporation; Emergency Medical Services
Corporation; Cosmetic Essence, Inc.; Center for Diagnostic Imaging, Inc. Onex
shares trade on the Toronto Stock Exchange under the stock symbol OCX.SV.

Onex Partners LP has acted as managing partner for this transaction. In early
February 2004, Onex completed the final closing of the Onex Partners Fund, with
total commitments of US$1.65 billion. The fund provides capital for
Onex-sponsored acquisitions not related to Onex's existing operating companies
or to ONCAP. Onex controls the General Partner and Manager of the Fund and has
committed US$375 million to Onex Partners LP.

Safe Harbor Statement / Forward-Looking Statements



Certain statements contained in this press release are considered
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and it is Boeing's intent that such statements be
protected by the safe harbor created thereby. Forward-looking statements
include, but are not limited to statements regarding: (1) the expected closing
date of the transaction, (2) the expected costs savings arising out of the
transaction, and (3) the expected effect of the transaction on future pension
expenses. These forward-looking statements are subject to a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not limited to:
(a) the risk that the transaction may close more slowly than expected or not at
all; (b) the risk that the cost savings arising out of the transaction may be
less than anticipated, and (c) other risks and uncertainties detailed from time
to time in Boeing's filings with the Securities and Exchange Commission.

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Contacts:
Chuck Cadena, 206-437-0138, Boeing Commercial Airplanes (Seattle)
Dick Ziegler, 316-523-1465, Boeing Commercial Airplanes (Wichita)
Dan Wilinsky, 816-512-2430, Fleishman-Hillard (for Onex)
Steve Hendrickson, 918-832-3352, Boeing Commercial Airplanes (Tulsa/McAlester)