BOEING CO — Director's Dealing 2005

Dec 12, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-12-08

Reporting Person: MCGEE HARRY S III (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-08	Common	M	357.75	—	Acquired	8584.55	Direct
2005-12-08	Common	F	105.75	$70.07	Disposed	8478.80	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-08	2003 Performance Shares	$	M	357.75	Disposed	2008-02-23	Common (357.75)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2400.99	Indirect
Common	2755.44	Indirect

Footnotes

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

F2: Represents an additional 5% of 2003 Performance Shares awarded to reporting person pursuant to Company reaching the 125% vesting installment.

F3: 2003 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 $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11.