BOEING CO — Director's Dealing 2005

Dec 21, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-12-19

Reporting Person: BAIN DOUGLAS G (Sr. V.P. General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-19	2004 Performance Shares	$	M	10432.55	Disposed	2009-02-23	Common (10432.55)	Direct
2005-12-19	Deferred Compensation Units	$	M	10402.07	Acquired		Common (10402.07)	Indirect
2005-12-19	Deferred Compensation Units	$	A	2600.52	Acquired		Common (2600.52)	Indirect

Footnotes

F1: Performance shares convert on 1 for 1 basis on vesting

F2: 2004 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.

F3: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F4: Reflects deferral of phantom stock units by reporting person upon vesting of performance stock units. Units are calculated based upon the difference between the closing price and the fair market value on the date of the transaction.

F5: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F6: Performance Share company match allocated to reporting person's performance share account under the deferred compensation plan.