8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

August 29, 2005

Date of Report (Date of earliest event reported)

The Boeing Company

(Exact Name of Registrant as Specified in Charter)

Delaware	1-442	91-0425694
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

100 N. Riverside, Chicago, IL	60606-1596
(Address of Principal Executive Offices)	(Zip Code)

(312) 544-2000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

(a) (1) The Compensation Committee of the Board of Directors (the “Board”) of The Boeing Company (“Boeing” or the “Company”) granted, effective August 29, 2005, a restricted stock unit award for 22,433.26 units of Boeing Common Stock to James A. Bell, Executive Vice President and Chief Financial Officer. The award was granted in recognition of the Company’s outstanding performance during Mr. Bell’s tenure as President and Chief Executive Officer, while continuing his duties as Chief Financial Officer, from March 6, 2005 to June 30, 2005 (the “Interim CEO Period”), and to encourage long-term performance.

The restricted stock unit award was granted under the Company’s 2003 Incentive Stock Plan (the “2003 Plan”) and is subject to the terms and conditions of the plan. The award will vest 50% after three years and the remaining 50% after five years of Mr. Bell’s continuous service with the Company, and will be subject to forfeiture if his employment is terminated for any reason other than death, layoff, or disability. Cash dividends will be credited as additional restricted stock units that will vest at the same time as the restricted stock units with which they are associated. Upon vesting, Mr. Bell will be entitled to receive one share of Boeing Common Stock for each restricted stock unit held by him. A copy of the Restricted Stock Unit Grant Notice of Terms is filed with this report as Exhibit 99.1.

(2) The Governance and Nominating Committee (the “Committee”) of the Board recommended and the Board approved, effective August 29, 2005, a stock award for 7,398 shares of Boeing Common Stock to Lewis E. Platt, the Company’s Lead Director. The award, which was fully vested on grant, was made in recognition of Mr. Platt’s increased responsibilities and contributions while serving as Non-Executive Chairman during the Interim CEO Period. The stock award was granted under the 2003 Plan and is subject to the terms and conditions of the plan. Mr. Platt did not participate in the Committee or the Board deliberations and voting on the stock award.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Restricted Stock Unit Grant Notice of Terms effective August 29, 2005 (filed herewith).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

THE BOEING COMPANY
By:	/s/ James C. Johnson
	Vice President, Corporate Secretary and Assistant General Counsel

Dated: September 2, 2005

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Restricted Stock Unit Grant Notice of Terms effective August 29, 2005 (filed herewith).

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EX-99.1

EXHIBIT 99.1

RESTRICTED STOCK UNIT GRANT NOTICE OF TERMS

The Boeing Company (the “Company”) has awarded a Restricted Stock Unit award to James A. Bell (Mr. Bell). The terms and conditions of the award are as follows:

TERMS AND CONDITIONS

1. The Company hereby grants to Mr. Bell, Restricted Stock Units (RSUs) pursuant to The Boeing Company 2003 Incentive Stock Plan (the Plan) and the award is subject to the terms of the Plan. A summary of the Plan accompanies this notice. Mr. Bell will be credited with one million five hundred thousand dollars of RSUs as set forth below.

2. The number of RSUs to be granted will be determined by dividing $1.5 million by the Fair Market Value of the Common Stock of the Company on the Grant Date as determined below in Paragraph 3. “Fair Market Value” equals the mean of the high and low per share trading prices for the common stock of the Company as reported by The Wall Street Journal. The number will be carried to two decimal places.

3. The RSU Grant Date will be August 29, 2005.

4. The RSU grant will vest upon satisfaction of the following performance criteria:

a. 50% of the RSUs shall vest if Mr. Bell remains employed with the Company for three years from the Grant Date; and,

b. the remaining 50% of the RSUs shall vest if Mr. Bell remains employed with the Company for five years following the Grant Date.

5. Mr. Bell’s RSU account will be credited on a quarterly basis with additional RSUs (earnings credit RSUs) equal in number to the number of shares of the Company’s common stock that could be purchased with the cash dividends payable on the number of shares of Company stock that equals the number of RSUs in Mr. Bell’s account. The determination of the number of shares to be credited will be based on the Fair Market Value of the Common Stock of the Company on the dividend payment date (or on the next business day on which the New York Stock Exchange is open, if the Exchange is closed on the dividend payment date). Earnings credit RSUs will vest at the same time as the RSUs with which they are associated.

6. The Company will maintain a record of the number of awarded RSUs in an account for Mr. Bell.

7. Mr. Bell’s RSU account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend.

8. If Mr. Bell’s employment with the Company or a subsidiary is terminated for any reason other than death, layoff, or disability, his nonvested RSUs will be forfeited and canceled. Earnings credit RSUs will be forfeited and canceled along with the RSUs with which they are associated. “Disability” here means a disability entitling a participant to benefits under a long-term disability policy sponsored by the Company or one of its subsidiaries.

9. Distribution from Mr. Bell’s RSU account will be made within thirty days after the vesting date of the RSUs. Distributions will be in whole shares of the Company’s common stock. Distribution of shares will be equal in number to the whole number of vested RSUs in Mr. Bell’s account. Fractional shares values will be applied to income tax withholding.

10. The Company will deduct from any distribution to Mr. Bell any tax withholding required by law, and any amounts owed by Mr. Bell to the Company.

11. RSUs are not transferable except by will or applicable laws of descent and distribution.

THE BOEING COMPANY

/s/ James McNerney

James McNerney

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