BOEING CO — Director's Dealing 2005

Mar 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-03-10

Reporting Person: SOODIK BONNIE W (Sr. V.P., Internal Governance)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-11	Boeing Stock Units	$	A	3658.89	Acquired		Common (3658.89)	Direct
2005-03-10	Deferred Compensation Units	$	A	10.14	Acquired		Common (10.14)	Indirect
2005-03-10	Deferred Compensation Units	$	A	2.54	Acquired		Common (2.54)	Indirect
2005-03-11	Deferred Compensation Units	$	A	548.83	Acquired		Common (548.83)	Indirect
2005-03-11	Deferred Compensation Units	$	A	137.21	Acquired		Common (137.21)	Indirect

Footnotes

F1: Boeing Stock Units convert on a 1-for-1 basis if settled in stock

F2: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.

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

F4: Phantom stock units acquired under the Company's Deferred Compensation Plan through salary deferral.

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: Company match of phantom stock units allocated to the reporting person's account under the Company's Deferred Compensation Plan.

F7: Incentive Compensation Award deferred to the Deferred Compensation Plan

F8: Employer match to ICP deferral under Deferred Compensation Plan.