BOEING CO — Director's Dealing 2005

Jun 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MCGEE HARRY S III (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-03	Common	M	2.84	—	Acquired	7307.64	Direct
2005-06-03	Common	F	0.84	$64.66	Disposed	7306.80	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-03	2003 Performance Shares	$	M	2.84	Disposed	2008-02-23	Common (2.84)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2099.79	Indirect
Common	2734.20	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

F2: Performance shares convert on 1 for 1 basis on vesting

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.