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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-03	Common	M	12448	$53.22	Acquired	33604.88	Direct
2006-05-03	Common	S	11100	$85.74	Disposed	22504.88	Direct
2006-05-03	Common	S	1348	$85.88	Disposed	21156.88	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-02	2002 Performance Shares	$	D	8189.07	Disposed	2007-02-25	Common (8189.07)	Direct
2006-05-02	2004 Performance Shares	$	D	10425.83	Disposed	2009-02-23	Common (10425.83)	Direct
2006-05-03	Stock Option (Right to Buy) 93-20 & 93-21	$53.22	M	12448	Disposed	2007-02-24	Common (12448.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	14660.37	Indirect

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: 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.

F5: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.