BOEING CO — Director's Dealing 2006

Nov 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-11-02

Reporting Person: JAMIESON JAMES M (Sr. VP & COO, BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-03	Common	S	14009	$79.8000	Disposed	28800.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-02	Deferred Compensation Units	$	I	14205	Disposed		Common (14205.00)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12586.78	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F3: Represents intra-fund transfer in the reporting person's account under the Company's Deferred Compensation Plan.

F4: 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.