FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Denson-Low Wanda K 2. Date of Event Requiring Statement (Month/Day/Year) 05/04/2007 3. Issuer Name and Ticker or Trading Symbol BOEING CO [BA] (Last) (First) (Middle) 100 N. RIVERSIDE PLAZA, M/C 5003-1001 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. V.P., Internal Governance 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CHICAGO, IL 60606 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common 2,618 D   Common 743.84 I By 401(k) Common 7,135.36 I Career Shares

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2005 Performance Shares	  (1)	02/28/2010	Common	5,637.34	$ (2)	D	Â
Boeing Stock Units (3)	  (4)	  (5)	Common	3,175.2	$ (6)	D	Â
Stock Option (Right to Buy)	  (7)	02/27/2016	Common	10,800	$ 74.445	D	Â
Stock Option (Right to Buy)	  (8)	02/26/2017	Common	8,700	$ 89.645	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Denson-Low Wanda K 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO, IL 60606	Â	Â	  Sr. V.P., Internal Governance	Â

Signatures

By: /s/ Mark R. Pacioni as Attorney-in-Fact		05/10/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	2005 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 $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72. To date, the 2005 Performance Shares have vested at the 15%, 30%, 45% and 60% levels and the 75%, 90%, 100%, 110%, 120% and 125% levels remain unvested.
(2)	Performance shares convert into common stock on a 1-for-1 basis on vesting.
(3)	Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan.
(4)	Of the aggregate, 1735.43 BSUs will vest on March 11, 2008 and 1439.77 BSUs will vest on March 10, 2009.
(5)	BSUs vest and are payable in cash or stock three years after the award is granted.
(6)	BSUs convert into common stock on a 1-for-1 basis if settled in stock.
(7)	The options vest over a period of three years from the date of grant (February 27, 2006), with 34% vesting after the first year, on February 27, 2007, 33% vesting after the second year, on February 27, 2008, and 33% vesting after the third year, on February 27, 2009.
(8)	The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010.

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