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: ALBAUGH JAMES F (Exec VP, Pres & CEO IDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-04	Common	M	7846	$53.03	Acquired	124549.11	Direct
2006-05-04	Common	M	2156	$53.22	Acquired	126705.11	Direct
2006-05-04	Common	S	10002	$86.60	Disposed	116703.11	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-04	Stock Option (Right to Buy) 93-18 & 93-19	$53.03	M	7846	Disposed	2007-01-13	Common (7846.00)	Direct
2006-05-04	Stock Option (Right to Buy) 93-20 & 93-21	$53.22	M	2156	Disposed	2007-02-24	Common (2156.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1683.45	Indirect
Common	21805.68	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.