BOEING CO — Director's Dealing 2005

Feb 9, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-02-08

Reporting Person: BAIN DOUGLAS G (Sr. V.P. General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-08	Common	M	2590	$23.25	Acquired	13940.88	Direct
2005-02-08	Common	S	1590	$53.04	Disposed	12350.88	Direct
2005-02-08	Common	S	1000	$53.05	Disposed	11350.88	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-08	Stock Option (Right to Buy) 93-11Q	$23.25	M	2590	Disposed	2005-02-27	Common (2590.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12181.98	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

F2: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.