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: KOELLNER LAURETTE T (Pres., Connexion by Boeing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-17	Common	M	5443.87	—	Acquired	50859.68	Direct
2006-04-17	Common	F	1984.87	$82.35	Disposed	48874.81	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-17	2002 Performance Shares	$	M	5443.87	Disposed	2007-02-25	Common (5443.87)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10.54	Indirect
Common	14249.18	Indirect
Common	41.00	Indirect
Common	85.33	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.