BOEING CO — Director's Dealing 2006

Dec 21, 2006

SEC Form 3/A — Form 3/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-09-21

Reporting Person: Tracy John J (Sr VP-Engineering, Ops & Tech)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Units	$		Common (349.09)		Indirect

Footnotes

F1: Represents holding of deferred compensation units that was inadvertently omitted from the reporting person's original Form 3.

F2: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F3: Phantom stock units are convertible into common stock on a 1-for-1 basis.