BOEING CO — Director's Dealing 2007

Aug 1, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-07-27

Reporting Person: KOELLNER LAURETTE T (SVP/Pres. Boeing International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-27	Common	M	9336.91	—	Acquired	42156.72	Direct
2007-07-27	Common	F	3940.91	—	Disposed	38215.81	Direct
2007-07-30	Common	S	2590	$105.250	Disposed	35625.81	Direct
2007-07-30	Common	S	2100	$105.270	Disposed	33525.81	Direct
2007-07-30	Common	S	1200	$105.300	Disposed	32325.81	Direct
2007-07-30	Common	S	2200	$105.310	Disposed	30125.81	Direct
2007-07-30	Common	S	400	$105.320	Disposed	29725.81	Direct
2007-07-30	Common	S	800	$105.330	Disposed	28925.81	Direct
2007-07-30	Common	S	100	$105.340	Disposed	28825.81	Direct
2007-07-30	Common	S	410	$105.350	Disposed	28415.81	Direct
2007-07-30	Common	S	200	$105.390	Disposed	28215.81	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-27	2005 Performance Shares	$	M	9336.91	Disposed	2010-02-28	Common (9336.91)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10.66	Indirect
Common	14513.79	Indirect
Common	41.00	Indirect
Common	84.28	Indirect

Footnotes

F1: Performance shares convert into common stock on a 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.

F3: Includes adjustments for dividends accrued.