Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEPHENS RICHARD DENNIS
   2. Issuer Name and Ticker or Trading Symbol
BOEING CO [BA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Internal Services
(Last)
(First)
(Middle)
100 N. RIVERSIDE PLAZA, M/C 5003-1001		 3. Date of Earliest Transaction (Month/Day/Year)
06/03/2005
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common 06/03/2005   M   3.15 A $ 0 5,018.15 D  
Common 06/03/2005   F   1.15 D $ 64.66 5,017 D  
Common               2,568.61 I By 401(k)
Common               10,014.37 (1) I Career Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2003 Performance Shares (2) 06/03/2005   M     3.15   (3) 02/23/2008 Common 3.15 $ 0 3.15 D  
2003 Performance Shares (2) 06/03/2005   M     3.15 (4)   (3) 02/23/2008 Common 3.15 $ 0 0 D  
Deferred Compensation Units (5) 06/03/2005   M   3.16     (6)   (6) Common 3.16 $ 0 27,594.92 I Deferred Compensation Stock Program
Deferred Compensation Units (5) 06/03/2005   A   3.16 (7)     (6)   (6) Common 3.16 $ 0 27,598.08 I Deferred Compensation Stock Program
Deferred Compensation Units (5) 06/03/2005   A   0.79 (7)     (6)   (6) Common 0.79 $ 0 27,598.87 (1) I Deferred Compensation Stock Program

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEPHENS RICHARD DENNIS
100 N. RIVERSIDE PLAZA
M/C 5003-1001
CHICAGO, IL 60606		       Sr. VP, Internal Services  

Signatures

 By: /s/ Mark R. Pacioni as Attorney-in-Fact   06/07/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes adjustments for dividends accrued
(2) Performance shares convert on 1 for 1 basis on vesting
(3) 2003 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 $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11.
(4) Dividend allocated to Performance Share Account under the Deferred Compensation Plan.
(5) Phantom stock units are convertible into common stock on a 1-for-1 basis.
(6) Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.
(7) Performance Share company match allocated to reporting person's performance share account under the deferred compensation plan.

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