BOEING CO — Director's Dealing 2005

Jan 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-01-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-13	Deferred Compensation Units	$	A	561.54	Acquired		Common (561.54)	Indirect
2005-01-13	Deferred Compensation Units	$	A	140.38	Acquired		Common (140.38)	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.