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BOEING CO Director's Dealing 2006

May 5, 2006

14815_dirs_2006-05-04_14f96b6b-bef8-4149-b39f-1994f7f21094.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-05-01

Reporting Person: Hill Shephard W (SVP, Business Dev. & Strategy)

Holdings (Non-Derivative)

Security Shares Ownership
Common 4322 Direct
Common 7873.95 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2002 Performance Shares $ 2007-02-25 Common (4752.19) Direct
2004 Performance Shares $ 2009-02-23 Common (4934.81) Direct
2005 Performance Shares $ 2010-02-28 Common (12470.66) Direct
Boeing Stock Units $ Common (4844.85) Direct
Deferred Compensation Units $ Common (1471.74) Direct
Stock Option (Right to Buy) $74.45 2016-02-27 Common (10800.00) Direct
Stock Option (Right to Buy) 93-18Q $53.03 2007-01-13 Common (4774.00) Direct
Stock Option (Right to Buy) 93-20 & 93-21 $53.22 2007-02-24 Common (1450.00) Direct

Footnotes

F1: 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.

F2: Performance shares convert on 1 for 1 basis on vesting

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.

F4: 2005 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 $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72.

F5: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.

F6: Boeing Stock Units convert on a 1-for-1 basis if settled in stock

F7: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F8: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F9: Options become exercisable 34% on the 1st anniversary and 33% on each of the 2nd and 3rd anniversary of the grant date.

F10: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.