PRICE ADJUSTMENT DUE TO
			   ECONOMIC FLUCTUATIONS
			 AIRCRAFT PRICE ADJUSTMENT
			  (July 1999 Base Price)


1.	Formula.

	Base Aircraft Price and Optional Features price adjustments
(Aircraft Basic Price Adjustment); are used to allow prices to be
stated in current year dollars at the signing of the applicable
purchase agreement and to adjust the amount to be paid by Customer
at delivery for the effects of economic fluctuation.  The Aircraft
Basic Price Adjustment will be determined at the time of aircraft
delivery in accordance with the following formula:

	Pa = (P+B)(L + M) - P

	Where:

	Pa =	Aircraft Basic Price Adjustment.  (For Model 717-200,
		737-600, 737-700, 737-800 and 737-900, the Aircraft
		Basic Price includes the Engine Price at its basic
		thrust level.)

	L =	.65 x  ECI / ECIb
						where ECIb is the base year
						index (as set forth in Table
						1 of the applicable purchase
						agreement)

	M =	.35 x  ICI / ICIb
						where ICIb is the base year
						index (as set forth in Table
						1 of the applicable purchase
						agreement)

	P =	Base Aircraft Price plus Optional Features Price (as
		set forth in the applicable purchase agreement).

	B =	0.005 x (N/12) x (P)		where N is the calendar month
						and year of scheduled Aircraft
						delivery minus the calendar
						month and year of the Base Price
						Year, both as shown in Table 1
						of the applicable purchase
						agreement.

ECI is a value determined using the U.S. Department of
Labor, Bureau of Labor Statistics "Employment Cost Index
for workers in aerospace manufacturing - Wages and
Salaries" (ECI code 3721W), calculated by establishing a
three-month arithmetic average value (expressed as a
decimal and rounded to the nearest tenth) using the
values for the fifth, sixth and seventh months prior to
the month of scheduled delivery of the applicable
aircraft.  As the Employment Cost Index values are only
released on a quarterly basis, the value released for
the month of March will be used for the months of January
and February; the value for June used for April and May;
the value for September used for July and August; and the
value for December used for October and November.

ICI is a value determined using the U.S. Department of
Labor, Bureau of Labor Statistics "Producer Prices and
Price Index - Industrial Commodities Index ", calculated
as a 3-month arithmetic average of the released monthly
values (expressed as a decimal and rounded to the nearest
tenth) using the values for the 5th, 6th and 7th months
prior to the month of scheduled delivery of the applicable
aircraft.

As an example, for an aircraft scheduled to be delivered
in the month of January, the months June, July and August
of the preceding year will be utilized in determining the
value of ECI and ICI.

Note:	i.	In determining the values of L and M, all
	calculations and resulting values will be expressed
	as a decimal rounded to the nearest ten-thousandth.

	ii. .65 is the numeric ratio attributed to labor
	in the Aircraft Basic Price Adjustment formula.

	iii. .35 is the numeric ratio attributed to materials
	in the Aircraft Basic Price Adjustment formula.

	iv. The denominators (base year indices) are the
	actual average values reported by the U.S. Department
	of Labor, Bureau of Labor Statistics (base year June
	1989 = 100).  The applicable base year and corresponding
	denominator will be provided by Boeing in the applicable
	purchase agreement.

	v. If the calculated sum of L + M is less than 1.0000,
	then the value of the sum is adjusted to 1.0000.

2.	Values to be Utilized in the Event of Unavailability.

	2.1 	If the Bureau of Labor Statistics substantially revises
the methodology used for the determination of the values to be
used to determine the ECI and ICI values (in contrast to
benchmark adjustments or other corrections of previously released
values), or for any reason has not released values needed to
determine the applicable Aircraft Basic Price Adjustment, the
parties will, prior to the delivery of any such aircraft, select
a substitute from other Bureau of Labor Statistics data or similar
data reported by non-governmental organizations.  Such substitute
will result in the same adjustment, insofar as possible, as would
have been calculated utilizing the original values adjusted for
fluctuation during the applicable time period.  However, if within
24 months after delivery of the aircraft, the Bureau of Labor
Statistics should resume releasing values for the months needed to
determine the Aircraft Basic adjustment, such values will be used
to determine any increase or decrease in the Aircraft Basic Price
Adjustment for the aircraft from that determined at the time of
delivery of the aircraft.

	2.2	Notwithstanding Article 2.1 above, if prior to the
scheduled delivery month of an aircraft the Bureau of Labor
Statistics changes the base year for determination of the ECI and
ICI values as defined above, such re-based values will be
incorporated in the Aircraft Basic Price Adjustment calculation.

	2.3	In the event escalation provisions are made non-
enforceable or otherwise rendered void by any agency of the United
States Government, the parties agree, to the extent they may
lawfully do so, to equitably adjust the Purchase Price of any
affected aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring since
February of the price base year shown in the applicable purchase
agreement which is consistent with the applicable provisions of
paragraph 1 of this Supplemental Exhibit D-1.

	2.4	If within 12 months of Aircraft delivery, the
published Index values are revised due to an acknowledged error by
the Bureau of Labor Statistics, the Aircraft Basic Price Adjustment
will be re-calculated using the revised Index values (this does not
include those values noted as preliminary by the Bureau of Labor
Statistics). A Credit Memo or Supplemental Invoice will be issued
for the Aircraft Basic Price Adjustment difference. Interest charges
will not apply for the period of original invoice to issuance of
Credit Memo or Supplemental Invoice.

Note:	i.	The values released by the Bureau of Labor Statistics
	and available to Boeing 30 days prior to the scheduled
	delivery month of an aircraft will be used to determine the
	ECI and ICI values for the applicable months (including those
	noted as preliminary by the Bureau of Labor Statistics) to
	calculate the Aircraft Basic Price Adjustment for the aircraft
	invoice at the time of delivery. The values will be considered
	final and no Aircraft Price Adjustments will be made after
	Aircraft delivery for any subsequent changes in published Index
	values, subject always to paragraph 2.4 above.

	ii. 	The maximum number of digits to the right of the decimal
	after rounding utilized in any part of the Aircraft Basic Price
	Adjustment equation will be 4, where rounding of the fourth digit
	will be increased to the next highest digit when the 5th digit
	is equal to 5 or greater.

Exhibit D-1
P.A. No. 1810	AE1	SA-13