BOEING CO — Director's Dealing 2007

May 17, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-05-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-16	Common	M	3000	$26.88	Acquired	121223.11	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-16	Stock Option (Right to Buy)	$26.8800	M	3000	Disposed	2013-04-21	Common (3000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1702.20	Indirect
Common	22133.03	Indirect

Footnotes

F1: Mr. Albaugh paid the total option exercise price in cash and held the resulting 3,000 shares of common stock; not an open market transaction.

F2: Options become exercisable approximately 40% on the 3rd anniversary and 30% on each of the 4th and 5th anniversaries of the grant date, April 21, 2003.