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BOEING CO Director's Dealing 2007

Mar 20, 2007

14815_dirs_2007-03-20_a3d1ec1e-85c6-4c57-bc4d-618c1cc9efd3.zip

Director's Dealing

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SEC Form 3/A — Form 3/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-01

Reporting Person: Hill Shephard W (SVP, Business Dev. & Strategy)

Holdings (Non-Derivative)

Security Shares Ownership
Common 9988.26 Direct
Common 4125.11 Indirect
Common 7873.95 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2002 Performance Shares $ 2007-02-25 Common (3564.14) Direct
2004 Performance Shares $ 2009-02-23 Common (4934.81) Direct
2005 Performance Shares $ 2010-02-28 Common (10269.95) Direct
Boeing Stock Units $ Common (4844.85) Direct
Deferred Compensation Units $ Common (1471.74) Indirect
Stock Option (Right to Buy) $74.4450 2016-02-27 Common (10800.00) Direct
Stock Option (Right to Buy) 93-18Q $53.0300 2007-01-13 Common (4774.00) Direct
Stock Option (Right to Buy) 93-20 & 93-21 $53.2188 2007-02-24 Common (1450.00) Direct

Footnotes

F1: Reflects ownership in 401(k) account which was inadvertently omitted from original Form 3 and subsequent Form 4 reports.

F2: 2002 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: 25% at $72.38, 40% at $75.73, 55% at $79.20, 75% at $82.80, 100% at $86.53 and 125% at $90.39.

F3: Performance shares convert into common stock on a 1-for-1 basis on vesting.

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: Reduces ownership by 2,200.71 performance shares that were inadvertently included in the reporting person's original Form 3 filed on May 4, 2006; these performance shares were also included in a subsequent Form 4 report filed by the reporting person on May 12, 2006.

F6: 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.

F7: BSUs vest and are payable in cash or stock three years after the award is granted.

F8: Boeing Stock Units (BSUs) convert into common stock on a 1-for-1 basis if settled in stock. BSUs are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan.

F9: 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.

F10: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F11: Options become exercisable as to 34% of the award on the 1st anniversary of the grant date (2/27/2006) and 33% of the award on each of the 2nd and 3rd anniversaries of the grant date.

F12: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.