BOEING CO — Director's Dealing 2006

May 9, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-04

Reporting Person: BELL JAMES A (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-04	Common	M	1964	$53.22	Acquired	68512.78	Direct
2006-05-04	Common	M	1310	$53.22	Acquired	69822.78	Direct
2006-05-04	Common	M	2252	$53.03	Acquired	72074.78	Direct
2006-05-04	Common	M	3768	$53.03	Acquired	75842.78	Direct
2006-05-04	Common	S	7100	$86.68	Disposed	68742.78	Direct
2006-05-04	Common	S	2194	$86.78	Disposed	66548.78	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-04	Stock Option (Right to Buy) 93-18Q	$53.03	M	3768	Disposed	2007-01-13	Common (3768.00)	Direct
2006-05-04	Stock Option (Right to Buy) 93-19N	$53.03	M	2252	Disposed	2007-01-13	Common (2252.00)	Direct
2006-05-04	Stock Option (Right to Buy) 93-20Q	$53.22	M	1964	Disposed	2007-02-24	Common (1964.00)	Direct
2006-05-04	Stock Option (Right to Buy) 93-21N	$53.22	M	1310	Disposed	2007-02-24	Common (1310.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2669.66	Indirect
Common	10540.04	Indirect

Footnotes

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