BOEING CO — Director's Dealing 2005

Nov 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-10-31

Reporting Person: BELL JAMES A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-31	Common	S	2000	$65.06	Disposed	34660.26	Direct
2005-10-31	Common	S	400	$65.16	Disposed	34260.26	Direct
2005-10-31	Common	S	1600	$65.15	Disposed	32660.26	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2685.25	Indirect
Common	10459.48	Indirect