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BOEING CO Director's Dealing 2005

Feb 11, 2005

14815_dirs_2005-02-11_fe960a4f-7501-4ead-acf5-a4683b29cd6e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-02-09

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-02-09 Deferred Compensation Units $ A 533.89 Acquired Common (533.89) Indirect
2005-02-09 Deferred Compensation Units $ A 133.47 Acquired Common (133.47) Indirect

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Phantom stock units acquired under the Company's Deferred Compensation Plan through salary deferral.

F3: 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.

F4: Company match of phantom stock units allocated to the reporting person's account under the Company's Deferred Compensation Plan.