BOEING CO — Director's Dealing 2007

Feb 13, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-02-08

Reporting Person: KOELLNER LAURETTE T (SVP/Pres. Boeing International)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-08	Deferred Compensation Units	$	I	6148.34	Disposed		Common (6148.34)	Indirect

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Represents intra-fund transfer in the reporting person's account under the Company's Deferred Compensation Plan.

F3: 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.

F4: Includes adjustments for dividends accrued.