BOEING CO — Director's Dealing 2005

Aug 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-07-28

Reporting Person: JAMIESON JAMES M (Sr. V.P., CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-28	Common	M	7271.54	—	Acquired	22470.54	Direct
2005-07-28	Common	F	2869.54	$66.00	Disposed	19601.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-28	2004 Performance Shares	$	M	7271.54	Disposed	2009-02-23	Common (7271.54)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12348.75	Indirect

Footnotes

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

F2: 2004 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 $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.