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: KOELLNER LAURETTE T (Pres., Connexion by Boeing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-27	Common	M	2977.93	—	Acquired	25860.66	Direct
2005-05-27	Common	F	787.93	$63.02	Disposed	25072.73	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-27	2004 Performance Shares	$	D	8933.8	Disposed	2009-02-23	Common (8933.80)	Direct
2005-05-27	2004 Performance Shares	$	M	2977.93	Disposed	2009-02-23	Common (2977.93)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10.61	Indirect
Common	14031.29	Indirect
Common	41.00	Indirect
Common	85.71	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

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

F3: Vested Performance Share deferred to cash account under Deferred Compensation Plan

F4: 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.