BOEING CO — Director's Dealing 2005

Aug 25, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BELL JAMES A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-23	Common	M	1573.5	—	Acquired	14848.50	Direct
2005-08-23	Common	F	621.5	$67.43	Disposed	14227.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-23	2003 Performance Shares	$	M	1573.5	Disposed	2008-02-23	Common (1573.50)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2421.99	Indirect
Common	10419.01	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.