BOEING CO — Director's Dealing 2006

Dec 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-12-01

Reporting Person: KOELLNER LAURETTE T (SVP/Pres. Boeing International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-01	Common	M	9172.42	—	Acquired	34513.23	Direct
2006-12-01	Common	F	3871.42	—	Disposed	30641.81	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-01	2002 Performance Shares	$	M	9172.42	Disposed	2007-02-25	Common (9172.42)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10.54	Indirect
Common	14405.16	Indirect
Common	41.00	Indirect
Common	85.33	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: Performance shares convert into common stock on a 1-for-1 basis on vesting.

F3: 2002 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: 25% at $72.38, 40% at $75.73, 55% at $79.20, 75% at $82.80, 100% at $86.53 and 125% at $90.39.