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BOEING CO Director's Dealing 2006

May 5, 2006

14815_dirs_2006-05-04_3baecf44-6b03-4240-b74a-a4ce2d1ddeb4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-02

Reporting Person: MULALLY ALAN R (Exec VP, Pres & CEO BCA)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-05-02 Common M 13214.31 Acquired 114363.43 Direct
2006-05-02 Common M 18418.93 Acquired 132782.36 Direct
2006-05-02 Common F 4817.31 $85.33 Disposed 127965.05 Direct
2006-05-02 Common F 6713.93 $85.33 Disposed 121251.12 Direct
2006-05-03 Common S 8000 $85.30 Disposed 113251.12 Direct
2006-05-03 Common S 2000 $85.37 Disposed 111251.12 Direct
2006-05-03 Common S 2200 $85.40 Disposed 109051.12 Direct
2006-05-03 Common S 1000 $85.45 Disposed 108051.12 Direct
2006-05-03 Common S 3100 $85.49 Disposed 104951.12 Direct
2006-05-03 Common S 18200 $85.50 Disposed 86751.12 Direct
2006-05-03 Common S 1300 $85.52 Disposed 85451.12 Direct
2006-05-03 Common S 6000 $85.58 Disposed 79451.12 Direct
2006-05-03 Common S 2100 $85.60 Disposed 77351.12 Direct
2006-05-03 Common S 400 $85.62 Disposed 76951.12 Direct
2006-05-03 Common S 1000 $85.66 Disposed 75951.12 Direct
2006-05-03 Common S 583 $85.70 Disposed 75368.12 Direct
2006-05-03 Common S 4000 $85.71 Disposed 71368.12 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-05-02 2002 Performance Shares $ M 13214.31 Disposed 2007-02-25 Common (13214.31) Direct
2006-05-02 2004 Performance Shares $ M 18418.93 Disposed 2009-02-23 Common (18418.93) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 100.00 Indirect
Common 26748.76 Indirect

Footnotes

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

F2: 2002 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: 25% at $72.38, 40% at $75.73, 55% at $79.20, 75% at $82.80, 100% at $86.53 and 125% at $90.39.

F3: 2004 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 $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.