BOEING CO — Director's Dealing 2005

Aug 12, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-08-09

Reporting Person: ALBAUGH JAMES F (Exec VP, Pres & CEO IDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-09	Common	S	900	$67.00	Disposed	68605.13	Direct
2005-08-09	Common	S	2500	$67.01	Disposed	66105.13	Direct
2005-08-09	Common	S	3700	$67.02	Disposed	62405.13	Direct
2005-08-09	Common	S	200	$67.03	Disposed	62205.13	Direct
2005-08-09	Common	S	500	$67.04	Disposed	61705.13	Direct
2005-08-09	Common	S	1600	$67.06	Disposed	60105.13	Direct
2005-08-09	Common	S	600	$67.10	Disposed	59505.13	Direct
2005-08-11	Common	M	8564	$53.03	Acquired	68069.13	Direct
2005-08-11	Common	M	1436	$53.22	Acquired	69505.13	Direct
2005-08-11	Common	S	8564	$67.08	Disposed	60941.13	Direct
2005-08-11	Common	S	500	$67.10	Disposed	60441.13	Direct
2005-08-11	Common	S	936	$67.08	Disposed	59505.13	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-11	Stock Option (Right to Buy) 93-18 & 93-19	$53.03	M	8564	Disposed	2007-01-13	Common (8564.00)	Direct
2005-08-11	Stock Option (Right to Buy) 93-20 & 93-21	$53.22	M	1436	Disposed	2007-02-24	Common (1436.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1693.71	Indirect
Common	21555.24	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.