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

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

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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