BOEING CO — Director's Dealing 2005

Feb 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-02-16

Reporting Person: PICKERING THOMAS R (Sr. V.P. Int'l Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-16	Common	S	10500	$54.00	Disposed	78.000	Direct
2005-02-16	Common	S	78	$53.89	Disposed	0.000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	7158.892	Indirect

Footnotes

F1: Includes adjustments for dividends accrued