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: ALBAUGH JAMES F (Exec VP, Pres & CEO IDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-27	Common	M	11772.71	—	Acquired	148196.82	Direct
2007-07-27	Common	F	5386.71	—	Disposed	142810.11	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-27	2005 Performance Shares	$	M	11772.71	Disposed	2010-02-28	Common (11772.71)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1702.20	Indirect
Common	22210.63	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.