BOEING CO — Director's Dealing 2006

Mar 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-03-28

Reporting Person: BAIN DOUGLAS G (Sr. V.P. General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-28	2002 Performance Shares	$	D	6183.48	Disposed	2007-02-25	Common (6183.48)	Direct

Footnotes

F1: Performance shares convert on 1 for 1 basis on vesting

F2: Vested Performance Share deferred to cash account under Deferred Compensation Plan

F3: 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.

F4: Includes adjustments for dividends accrued