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BOEING CO Director's Dealing 2005

Aug 25, 2005

14815_dirs_2005-08-25_6f8b685e-3ad1-425f-bd3d-0611f2b136ba.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-08-23

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-08-23 Common M 4783.5 Acquired 63654.08 Direct
2005-08-23 Common F 100 $67.43 Disposed 63554.08 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-08-23 2003 Performance Shares $ M 4783.5 Disposed 2008-02-23 Common (4783.50) Direct
2005-08-23 2003 Performance Shares $ D 4783.5 Disposed 2008-02-23 Common (4783.50) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 100.00 Indirect
Common 26441.57 Indirect

Footnotes

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

F2: Represents an additional 10% of 2003 Performance Shares awarded to reporting person pursuant to Company reaching the 120% 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.