BOEING CO — Director's Dealing 2006

May 10, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-08

Reporting Person: MCGEE HARRY S III (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-08	Common	S	1979	$88.07	Disposed	15646.80	Direct
2006-05-09	Common	S	1486	$87.62	Disposed	14160.80	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2401.38	Indirect
Common	2776.68	Indirect