BOEING CO — Director's Dealing 2005

Mar 10, 2005

SEC Form 4/A — Form 4/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-02-28

Reporting Person: STONECIPHER HARRY C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-28	Common	J	6291	—	Acquired	15414.95	Indirect
2005-02-28	Common	J	6291	—	Disposed	9123.95	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-28	2005 Performance Shares	$	J	251625	Acquired	2010-02-28	Common (251625.00)	Direct
2005-02-28	2005 Performance Shares	$	J	251625	Disposed	2010-02-28	Common (251625.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	3897.23	Indirect
Common	168270.00	Indirect

Footnotes

F1: On March 2, 2005, the reporting person mistakenly filed a Form 4 reporting an acquisiton of 6,291 Career Shares and an acquisition of 251,625 2005 Performance Shares. These acquisitions did not, in fact, occur. As of March 2, 2005, the reporting person owned only 9,123.95 Career Shares and no 2005 Performance Shares. Footnotes (2) and (3) describe the terms of the 2005 Performance Share grant that did not occur.

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

F3: 2005 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 $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72.