BOEING CO - Director's Dealing 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Hill Shephard W (SVP, Business Dev. & Strategy)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-05	Common	M	4774	$53.03	Acquired	17842.26	Direct
2006-05-05	Common	M	1450	$53.22	Acquired	19292.26	Direct
2006-05-05	Common	S	5200	$87.89	Disposed	14092.26	Direct
2006-05-05	Common	S	1024	$87.90	Disposed	13068.26	Direct
2006-05-05	Common	S	100	$87.52	Disposed	12968.26	Direct
2006-05-05	Common	S	3200	$87.53	Disposed	9768.26	Direct
2006-05-05	Common	S	1100	$87.54	Disposed	8668.26	Direct
2006-05-05	Common	S	800	$87.55	Disposed	7868.26	Direct
2006-05-05	Common	S	1500	$87.56	Disposed	6368.26	Direct
2006-05-05	Common	S	1389	$87.57	Disposed	4979.26	Direct
2006-05-05	Common	S	400	$87.58	Disposed	4579.26	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-05	Stock Option (Right to Buy) 93-18Q	$53.03	M	4774	Disposed	2007-01-13	Common (4774.00)	Direct
2006-05-05	Stock Option (Right to Buy) 93-20 & 93-21	$53.22	M	1450	Disposed	2007-02-24	Common (1450.00)	Direct

Security	Shares	Ownership
Common	7873.95	Indirect

F1: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.