X0202 4 2005-10-03 0 0000012927 BOEING CO BA 0001013056 DUBERSTEIN KENNETH M THE DUBERSTEIN GROUP, INC. 2100 PENNSYLVANIA AVENUE N.W., SUITE 500 WASHINGTON DC 20037 1 0 0 0 Phantom Stock Units 2005-10-03 4 A 0 722.28 0 A Common 722.28 22625.91 D Phantom stock units are convertible into common stock on a 1-for-1 basis. Phantom Stock Units acquired in lieu of Director Compensation Phantom stock units accrued under The Boeing Company's Deferred Compensation Plan for Directors are to be settled in The Boeing Company common stock upon the reporting person's termination of services as a director. Includes adjustments for dividends accrued By: /s/ Mark R. Pacioni as Attorney-in-Fact 2005-10-04