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BOEING CO Director's Dealing 2007

Aug 1, 2007

14815_dirs_2007-07-31_05f516e1-577e-4676-a5d2-906684f9af54.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: 2007-07-27

Reporting Person: STEPHENS RICHARD DENNIS (Sr. VP, Human Resources/Admin)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-07-27 Common M 2338.31 Acquired 13991.31 Direct
2007-07-27 Common F 974.31 Disposed 13017.00 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-07-27 2005 Performance Shares $ M 2338.31 Disposed 2010-02-28 Common (2338.31) Direct
2007-07-27 2005 Performance Shares $ M 3507.46 Disposed 2010-02-28 Common (3507.46) Direct
2007-07-27 Deferred Compensation Units $ M 3464.53 Acquired Common (3464.53) Indirect
2007-07-27 Deferred Compensation Units $ A 866.13 Acquired Common (866.13) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common 3103.80 Indirect
Common 10358.77 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.

F4: Reflects deferral of phantom stock units by reporting person upon vesting of performance stock units. Units are calculated based upon the difference between the closing price and the fair market value on the date of the transaction.

F5: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F6: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F7: Performance Share company match allocated to reporting person's stock account under the deferred compensation plan.