BOEING CO — Director's Dealing 2006

May 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-10

Reporting Person: DE LEON RUDY F (Sr. VP Washington DC Op)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-04	Common	G	2000	—	Disposed	40923.00	Direct
2006-05-10	Common	M	7186.9	—	Acquired	48109.90	Direct
2006-05-10	Common	F	3032.9	$88.94	Disposed	45077.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-10	2005 Performance Shares	$	M	7186.9	Disposed	2010-02-28	Common (7186.90)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9026.86	Indirect

Footnotes

F1: Performance shares convert on 1 for 1 basis on vesting

F2: 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.