BOEING CO — Director's Dealing 2007

Aug 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-08-01

Reporting Person: Downey Thomas J (SVP-Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-01	Common	S	407	$104.10	Disposed	9402.00	Direct
2007-08-01	Common	S	100	$104.11	Disposed	9302.00	Direct
2007-08-01	Common	I	1913.33	$104.53	Disposed	4984.16	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	5.34	Indirect
Common	3199.14	Indirect

Footnotes

F1: Represents intra-fund transfer in the reporting person's account under the Company's 401(k) plan.