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 *
MCDONNELL JOHN F
  2. Issuer Name and Ticker or Trading Symbol
BOEING CO [BA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1034 SOUTH BRENTWOOD BLVD., SUITE 1860
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007
(Street)

ST. LOUIS, MO 631171229
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 05/02/2007   J   29,890 (1) D $ 0 0 I Family Trust 02
Common 05/02/2007   J   27,798 (1) D $ 0 0 I Family Trust 03
Common 05/02/2007   J   56,790 (1) D $ 0 0 I Family Trust 04
Common 05/02/2007   J   58,699 (1) D $ 0 0 I Family Trust 05
Common 05/02/2007   J   27,798 (1) D $ 0 0 I Family Trust 06
Common 05/02/2007   J   56,790 (1) D $ 0 0 I Family Trust 07
Common 05/02/2007   J   58,699 (1) D $ 0 0 I Family Trust 08
Common 05/02/2007   J   27,798 (1) D $ 0 0 I Family Trust 09
Common 05/02/2007   J   56,790 (1) D $ 0 0 I Family Trust 10
Common 05/02/2007   J   27,798 (1) D $ 0 0 I Family Trust 11
Common 05/02/2007   J   55,207 (1) D $ 0 0 I Family Trust 12
Common 05/02/2007   J   56,790 (1) D $ 0 0 I Family Trust 13
Common 05/02/2007   J   27,798 (1) D $ 0 0 I Family Trust 14
Common 05/02/2007   J   55,207 (1) D $ 0 0 I Family Trust 15
Common 05/02/2007   J   56,790 (1) D $ 0 0 I Family Trust 16
Common 05/02/2007   J   1,217,863 (1) D $ 0 0 I Family Trust 23
Common               176,406 (2) (3) D  
Common               0 (2) I Boeing 401(k) Plan
Common               171,485 I Family Trust 01
Common               21,700 I Family Trust 22
Common               230,806 I Family Trust 26
Common               270,452 I Family Trust 30
Common               471,700 I Family Trust 31
Common               750,000 I Family Trust 32
Common               640,000 (3) I Family Trust 33

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCDONNELL JOHN F
1034 SOUTH BRENTWOOD BLVD.
SUITE 1860
ST. LOUIS, MO 631171229
  X      

Signatures

 By: /s/ Mark R. Pacioni as Attorney-in-Fact   05/03/2007
**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) The reporting person (or his spouse) no longer serves as trustee of this trust.
(2) Ownership reflects distribution of the entire balance of 171,554 shares from the reporting person's account in Boeing's 401(k) plan to the reporting person.
(3) Reflects contribution of 640,000 shares previously directly owned to a grantor retained annuity trust (Family Trust 33) of which the reporting person is sole trustee and income beneficiary.

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