BOEING CO — Director's Dealing 2006

May 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-11

Reporting Person: LUTTIG J MICHAEL (Sr. VP and General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-11	Stock Option (Right to Buy)	$88.7250	M	47050	Acquired	2016-05-11	Common (47050.00)	Direct

Footnotes

F1: Options become exercisable 34% on the first anniversary of the grant date and 33% on each of the second and third anniversaries of the grant date.