BOEING CO — Director's Dealing 2007

May 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-05-02

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-02	Common	J	29890	—	Disposed	0.00	Indirect
2007-05-02	Common	J	27798	—	Disposed	0.00	Indirect
2007-05-02	Common	J	56790	—	Disposed	0.00	Indirect
2007-05-02	Common	J	58699	—	Disposed	0.00	Indirect
2007-05-02	Common	J	27798	—	Disposed	0.00	Indirect
2007-05-02	Common	J	56790	—	Disposed	0.00	Indirect
2007-05-02	Common	J	58699	—	Disposed	0.00	Indirect
2007-05-02	Common	J	27798	—	Disposed	0.00	Indirect
2007-05-02	Common	J	56790	—	Disposed	0.00	Indirect
2007-05-02	Common	J	27798	—	Disposed	0.00	Indirect
2007-05-02	Common	J	55207	—	Disposed	0.00	Indirect
2007-05-02	Common	J	56790	—	Disposed	0.00	Indirect
2007-05-02	Common	J	27798	—	Disposed	0.00	Indirect
2007-05-02	Common	J	55207	—	Disposed	0.00	Indirect
2007-05-02	Common	J	56790	—	Disposed	0.00	Indirect
2007-05-02	Common	J	1217863	—	Disposed	0.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	176406.00	Direct
Common	0.00	Indirect
Common	171485.00	Indirect
Common	21700.00	Indirect
Common	230806.00	Indirect
Common	270452.00	Indirect
Common	471700.00	Indirect
Common	750000.00	Indirect
Common	640000.00	Indirect

Footnotes

F1: The reporting person (or his spouse) no longer serves as trustee of this trust.

F2: Ownership reflects distribution of the entire balance of 171,554 shares from the reporting person's account in Boeing's 401(k) plan to the reporting person.

F3: Reflects contribution of 640,000 shares previously directly owned to a grantor retained annuity trust (Family Trust 33) of which the reporting person is sole trustee and income beneficiary.