BOEING CO — Director's Dealing 2005

May 27, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-05-25

Reporting Person: ALBAUGH JAMES F (Exec VP, Pres & CEO IDS)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-25	2003 Performance Shares	$	D	9043.61	Disposed	2008-02-23	Common (9043.61)	Direct

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.