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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-05	Common	M	1335.55	—	Acquired	9620.81	Direct
2007-03-05	Common	D	1335.55	$87.29	Disposed	8285.26	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-05	Boeing Stock Units	$	M	1335.55	Disposed		Common (1335.55)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4366.64	Indirect
Common	7992.16	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: Vested Boeing Stock Units paid out in cash.

F3: 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.

F4: BSUs vest and are payable in cash or stock three years after the award is granted.