BOEING CO — Director's Dealing 2005

Jun 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-05-27

Reporting Person: STEPHENS RICHARD DENNIS (Sr. VP, Internal Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-27	Common	M	2485.45	—	Acquired	5783.45	Direct
2005-05-27	Common	F	768.45	$63.02	Disposed	5015.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-27	2004 Performance Shares	$	M	2485.45	Disposed	2009-02-23	Common (2485.45)	Direct
2005-05-27	2004 Performance Shares	$	M	2485.45	Disposed	2009-02-23	Common (2485.45)	Direct
2005-05-27	Deferred Compensation Units	$	M	2481.91	Acquired		Common (2481.91)	Indirect
2005-05-27	Deferred Compensation Units	$	A	620.48	Acquired		Common (620.48)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2568.61	Indirect
Common	10014.37	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

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

F3: 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.

F4: Phantom stock units are convertible into common stock on a 1-for-1 basis.

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.