BOEING CO — Director's Dealing 2006

Dec 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-12-04

Reporting Person: MCGEE HARRY S III (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-04	Common	M	1288.28	—	Acquired	7977.08	Direct
2006-12-04	Common	F	509.28	—	Disposed	7467.80	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-04	2004 Performance Shares	$	M	1288.28	Disposed	2009-02-23	Common (1288.28)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2401.38	Indirect
Common	2807.06	Indirect

Footnotes

F1: Performance shares convert into common stock on a 1-for-1 basis on vesting.

F2: Includes adjustments for dividends accrued.

F3: 2004 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 $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.