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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-05	Boeing Stock Units	$	D	3514.48	Disposed		Common (3514.48)	Direct

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: Vested BSU deferred to cash account under Deferred Compensation Plan.

F3: BSUs vest and are payable in cash or stock three years after the award is granted.

F4: Includes adjustments for dividends accrued.