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BOEING CO Director's Dealing 2006

Sep 30, 2006

14815_dirs_2006-09-29_b8f4d69d-6eda-4b83-8c5e-83155fe00fb0.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

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

Holdings (Non-Derivative)

Security Shares Ownership
Common 84.83 Indirect
Common 3788.04 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2002 Performance Shares $ 2007-02-25 Common (1771.03) Direct
2004 Performance Shares $ 2009-02-23 Common (1470.65) Direct
2005 Performance Shares $ 2010-02-28 Common (6490.42) Direct
Boeing Stock Units $ Common (3086.84) Direct
Stock Option (Right to Buy) $74.4450 2016-02-27 Common (10800.00) Direct

Footnotes

F1: 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.

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

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.

F4: 2005 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 $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72.

F5: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award is granted.

F6: Boeing Stock Units convert into common stock on a 1-for-1 basis if settled in stock.

F7: Options become exercisable as to 34% of the award on the 1st anniversary of the grant date (2/27/2006) and 33% of the award on each of the 2nd and 3rd anniversaries of the grant date.