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: Denson-Low Wanda K (Sr. V.P., Internal Governance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-27	Common	M	2139.35	—	Acquired	7725.35	Direct
2007-07-27	Common	F	979.35	—	Disposed	6746.00	Direct
2007-07-31	Common	M	3672	$74.445	Acquired	10418.00	Direct
2007-07-31	Common	S	1072	$105.110	Disposed	9346.00	Direct
2007-07-31	Common	S	100	$105.130	Disposed	9246.00	Direct
2007-07-31	Common	S	300	$105.140	Disposed	8946.00	Direct
2007-07-31	Common	S	1100	$105.150	Disposed	7846.00	Direct
2007-07-31	Common	S	1100	$105.260	Disposed	6746.00	Direct
2007-07-31	Common	S	5586	$104.312	Disposed	1160.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-27	2005 Performance Shares	$	M	2139.35	Disposed	2010-02-28	Common (2139.35)	Direct
2007-07-31	Stock Option (Right to Buy)	$74.4450	M	3672	Disposed	2016-02-27	Common (3672.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	743.84	Indirect
Common	7160.37	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: The options vest over a period of three years from the date of grant (February 27, 2006), with 34% vesting after the first year, on February 27, 2007, 33% vesting after the second year, on February 27, 2008, and 33% vesting after the third year, on February 27, 2009.