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: BELL JAMES A (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-02	Common	M	2429.78	—	Acquired	63579.56	Direct
2006-05-02	Common	F	958.78	$85.33	Disposed	62620.78	Direct
2006-05-02	Common	M	6487.23	—	Acquired	69108.01	Direct
2006-05-02	Common	F	2559.23	$85.33	Disposed	66548.78	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-02	2002 Performance Shares	$	M	2429.78	Disposed	2007-02-25	Common (2429.78)	Direct
2006-05-02	2004 Performance Shares	$	M	6487.23	Disposed	2009-02-23	Common (6487.23)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2669.66	Indirect
Common	10540.04	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.