BOEING CO — Director's Dealing 2006

Sep 14, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-09-12

Reporting Person: CARSON SCOTT E (Executive VP-Pres. & CEO, BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-12	Common	A	33500	—	Acquired	33510.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9466.13	Indirect
Common	12210.12	Indirect

Footnotes

F1: Represents a restricted stock unit award that vests in increments of 50% on each of the 2nd and 3rd anniversaries of the grant date.

F2: None.

F3: Includes adjustments for dividends accrued.