Dear Shareholder:

You are invited to attend the Company's 1998 Annual Meeting of Shareholders.

It will be held on Monday, April 27, 1998, in the auditorium of Building 33 of the McDonnell Aircraft and Missile Systems Engineering Campus, located at the corner of Lindbergh and J.S. McDonnell Boulevards, Hazelwood, Missouri. The meeting will begin at 10:00 a.m., local time. A map and directions to the meeting site are on the back of this proxy statement. The Annual Meeting will be accessible through the use of a sign language interpreter.

The matters we will address at the Annual Meeting are described in the attached notice and proxy statement. There will also be reports on the activities of the Company and an opportunity to submit questions or comments on matters of interest to shareholders generally.

Whether or not you attend the Annual Meeting in person, it's important that your shares be voted on matters that come before the meeting. I urge you to specify your choices by completing the accompanying proxy card and returning it promptly. If you sign and return your proxy card without marking choices, it will be understood that you want your shares voted in accordance with the directors' recommendations.

Shareholders at the close of business on February 26, 1998 will be entitled to vote at the Annual Meeting. The items on the agenda, as described in the attached proxy statement, are as follows:

1. To elect four people to the Board of Directors for three-year terms expiring in 2001;
2. To consider and vote on a proposal to amend The Boeing Company 1997 Incentive Stock Plan for Employees;
3. To consider and vote on a shareholder proposal concerning military contracts;
4. To consider and vote on a shareholder proposal on doing business with China;
5. To consider and vote on a shareholder proposal concerning the annual election of the entire board of directors;
6. To consider and vote on a shareholder proposal concerning cumulative voting in the election of directors;
7. To consider and vote on a shareholder proposal concerning the creation of the position of independent lead director;
8. To consider and vote on a shareholder proposal concerning political contributions;
9. To consider and vote on a shareholder proposal concerning the sale of the Douglas Products Division; and
10. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

So far as management is aware, no business will properly come before the Annual Meeting other than the matters listed above.

If you cannot attend the meeting, please sign, date, and return
the enclosed proxy card appointing Philip M. Condit,
Harry C. Stonecipher, and George H. Weyerhaeuser as your proxies.