BOEING CO — Director's Dealing 2007

Mar 8, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-03-05

Reporting Person: Tracy John J (Sr VP-Engineering, Ops & Tech)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-05	Boeing Stock Units	$	M	506.5	Disposed		Common (506.50)	Direct
2007-03-05	Deferred Compensation Units	$	M	506.5	Acquired		Common (506.50)	Indirect
2007-03-05	Deferred Compensation Units	$	A	126.63	Acquired		Common (126.63)	Indirect

Footnotes

F1: 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.

F2: BSUs vest and are payable in cash or stock three years after the award is granted.

F3: Includes adjustments for dividends accrued.

F4: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F5: Boeing Stock Units deferred to the Deferred Compensation Stock Program at vesting.

F6: 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.

F7: Company match to deferral of vested Boeing stock units to Deferred Compensation Stock Program.