BOEING CO — Director's Dealing 2005

Sep 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-08-29

Reporting Person: BELL JAMES A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-29	Common	A	22433.26	—	Acquired	36660.26	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2421.99	Indirect
Common	10419.01	Indirect

Footnotes

F1: Mr. Bell received the restricted stock unit award in recognition of the Company's outstanding performance during his tenure as CEO on an interim basis while continuing his duties as CFO, and to encourage long-term performance. The award vests in increments of 50% on each of the 3rd and 5th anniversaries of the grant date.