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: CARSON SCOTT E (Executive VP-Pres. & CEO, BCA)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-31	2004 Performance Shares	$	M	4979	Disposed	2009-02-23	Common (4979.00)	Direct
2007-05-31	2005 Performance Shares	$	M	5652.01	Disposed	2010-02-28	Common (5652.01)	Direct
2007-05-31	Deferred Compensation Units	$	M	5644.99	Acquired		Common (5644.99)	Indirect
2007-05-31	Deferred Compensation Units	$	A	1411.25	Acquired		Common (1411.25)	Indirect
2007-05-31	Deferred Compensation Units	$	M	4972.82	Acquired		Common (4972.82)	Indirect
2007-05-31	Deferred Compensation Units	$	A	1243.21	Acquired		Common (1243.21)	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: 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.

F4: 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.

F5: 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.

F6: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F7: 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.

F8: Performance Share company match allocated to reporting person's stock account under the deferred compensation plan.