BOEING CO — Director's Dealing 2005

Jul 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-07-01

Reporting Person: MCNERNEY W JAMES JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-01	Common	A	159000	—	Acquired	159000	Direct
2005-07-01	Common	A	162000	—	Acquired	321000	Direct
2005-07-01	Common	A	70000	—	Acquired	391000	Direct

Footnotes

F1: Restricted stock which vests and the restrictions thereon lapse in 20% increments on each of May 10, 2006, May 10, 2007, May 10, 2008, May 10, 2009, and May 10, 2010.

F2: Restricted stock which vests and the restrictions thereon lapse in 16-2/3% increments on each of January 1, 2006, January 1, 2007, January 1, 2008, January 1, 2009, January 1, 2010 and January 1, 2011.

F3: Restricted stock which vests and the restrictions thereon lapse in 33-1/3% increments on each of July 1, 2006, July 1, 2007 and July 1, 2008.