BOEING CO — Director's Dealing 2006

May 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-23

Reporting Person: STEPHENS RICHARD DENNIS (Sr. VP, Human Resources/Admin)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-23	Common	S	2000	$85.5200	Disposed	19972.00	Direct
2006-05-23	Common	S	4000	$85.5400	Disposed	15972.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-24	Deferred Compensation Units	$	I	15589.4	Disposed		Common (15589.40)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2843.97	Indirect
Common	10169.88	Indirect

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Represents intra-fund transfer in the reporting person's account under the Company's Deferred Compensation Plan.

F3: 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.