BOEING CO — Director's Dealing 2005

Jun 15, 2005

SEC Form 4/A — Form 4/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-06-03

Reporting Person: CARSON SCOTT E (SrVP, Pres Connexion by Boeing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-03	2003 Performance Shares	$	M	15.92	Disposed	2008-02-23	Common (15.92)	Direct
2005-06-03	Deferred Compensation Units	$	M	15.95	Acquired		Common (15.95)	Indirect
2005-06-03	Deferred Compensation Units	$	A	3.99	Acquired		Common (3.99)	Indirect

Footnotes

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

F2: 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.

F3: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F4: Dividend allocated to Performance Share Account under the Deferred Compensation Plan.

F5: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F6: Performance Share company match allocated to reporting person's performance share account under the deferred compensation plan.