BOEING CO
8-K, 1999-09-02
AIRCRAFT
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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): September 2, 1999


                               THE BOEING COMPANY
             (Exact name of registrant as specified in its charter)




          Delaware                   1-442                  91-0425694
(State or other jurisdiction      (Commission            (I.R.S. Employer
      of incorporation            File Number)        Identification Number)
      or organization)


             7755 East Marginal Way South, Seattle, Washington 98108
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code: (206) 655-2121





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<PAGE>


Item 5.       Other Events

On September 2, 1999, The Boeing Company (the  "Company")  reported that it will
take a  special  third  quarter  charge  to  earnings  of  $225  million  pretax
associated  with  inventory  on the F-15  program.  This is in addition to a $45
million charge taken earlier this year for F-15 inventories.

The Company had procured long-lead items in anticipation of orders this year for
as many as 24  F-15s  for  international  customers.  Based  on  current  market
analysis,  recent  international  customer  decisions,  and  actions  pending in
Congress,  the Company now believes that there is a limited near-term market for
this  aircraft.  The special charge to earnings  referenced  above reflects this
change in the market.

If the  revised  expected  market for the F-15  program  does not result in firm
orders,  the Company will incur some  additional  charges  associated  with F-15
program inventory.



                                    SIGNATURE

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



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

Date:  September 2, 1999




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