BOEING CO — Director's Dealing 2005

Mar 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-28	Common	A	1887	—	Acquired	9979.72	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-28	2005 Performance Shares	$	A	37744	Acquired	2010-02-28	Common (37744.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1018.00	Direct
Common	2568.61	Indirect

Footnotes

F1: Performance shares convert on 1 for 1 basis on vesting

F2: 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.