BOEING CO — Director's Dealing 2006

Apr 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-04-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-17	Common	M	8235.63	—	Acquired	97551.74	Direct
2006-04-17	Common	F	3496.63	$82.35	Disposed	94055.11	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-17	2002 Performance Shares	$	M	8235.63	Disposed	2007-02-25	Common (8235.63)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1683.45	Indirect
Common	21805.68	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.