BOEING CO — Director's Dealing 2005

Nov 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-11-01

Reporting Person: MULALLY ALAN R (Exec VP, Pres & CEO BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-01	Common	M	13328	$41.0000	Acquired	76882.08	Direct
2005-11-01	Common	S	13000	$65.3300	Disposed	63882.08	Direct
2005-11-01	Common	S	100	$65.3400	Disposed	63782.08	Direct
2005-11-01	Common	S	228	$65.3800	Disposed	63554.08	Direct
2005-11-01	Common	M	2672	$41.0000	Acquired	66226.08	Direct
2005-11-01	Common	F	1670	$65.5900	Disposed	64556.08	Direct
2005-11-01	Common	S	28004	$65.3049	Disposed	36552.08	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-11-01	Stock Option (Right to Buy) 93-13 & 93-14	$41.000	M	13328	Disposed	2006-02-26	Common (13328)	Direct
2005-11-01	Stock Option (Right to Buy) 93-13 & 93-14	$41.000	M	2672	Disposed	2006-02-26	Common (2672)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	100.00	Indirect
Common	26544.32	Indirect

Footnotes

F1: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.