First flown in 1987 as a company funded technology demonstrator. Although similar in appearance to the CH-46, it is substantially different incorporating major use of composite materials. Much of the technology used and tested went on to be incorporated in the RAH-66 Comanche program as well as the V-22 Osprey. Last flown in 1993 and donated to the museum in 1999.

This was an experimental, medium-lift, tandem rotor, cargo helicopter developed privately by Boeing to demonstrate advanced helicopter technology. It was intended as a technology demonstrator with no plans to put the type into production. Many of it's design features were carried onto other programs, including the RAH-66 Comanche and V-22 Osprey. This is the sole prototype and is now on display at the American Helicopter Museum.