BOEING CO — Director's Dealing 2006

May 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DE LEON RUDY F (Sr. VP Washington DC Op)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-02	Common	M	7444.73	—	Acquired	60400.73	Direct
2006-05-02	Common	F	3141.73	$85.33	Disposed	57259.00	Direct
2006-05-02	Common	M	9800.27	—	Acquired	67059.27	Direct
2006-05-02	Common	F	4136.27	$85.33	Disposed	62923.00	Direct
2006-05-03	Common	S	1000	$85.58	Disposed	61923.00	Direct
2006-05-03	Common	S	500	$85.49	Disposed	61423.00	Direct
2006-05-03	Common	S	1500	$85.46	Disposed	59923.00	Direct
2006-05-03	Common	S	7600	$85.50	Disposed	52323.00	Direct
2006-05-03	Common	S	5000	$85.51	Disposed	47323.00	Direct
2006-05-03	Common	S	2900	$85.52	Disposed	44423.00	Direct
2006-05-03	Common	S	1500	$85.53	Disposed	42923.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-02	2002 Performance Shares	$	M	7444.73	Disposed	2007-02-25	Common (7444.73)	Direct
2006-05-02	2004 Performance Shares	$	M	9800.27	Disposed	2009-02-23	Common (9800.27)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9026.86	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.