BOEING CO — Director's Dealing 2007

Jun 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-05-31

Reporting Person: Tracy John J (Sr VP-Engineering, Ops & Tech)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-31	Common	M	1420.6	—	Acquired	5670.60	Direct
2007-05-31	Common	M	1771.32	—	Acquired	7441.92	Direct
2007-05-31	Common	F	418.6	—	Disposed	7023.32	Direct
2007-05-31	Common	F	522.32	—	Disposed	6501.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-31	2004 Performance Shares	$	M	1420.6	Disposed	2009-02-23	Common (1420.60)	Direct
2007-05-31	2005 Performance Shares	$	M	1771.32	Disposed	2010-02-28	Common (1771.32)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	84.15	Indirect
Common	3816.01	Indirect

Footnotes

F1: Performance shares convert into common stock on a 1-for-1 basis on vesting.

F2: Represents an additional 10% of 2004 Performance Shares awarded to reporting person pursuant to Company reaching the 120% vesting installment.

F3: 2004 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 $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.

F4: 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.