BOEING CO — Director's Dealing 2006

Mar 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-03-17

Reporting Person: MULALLY ALAN R (Exec VP, Pres & CEO BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-17	Common	M	18542.88	—	Acquired	66963.00	Direct
2006-03-17	Common	F	6903.88	$77.850	Disposed	60059.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-17	2004 Performance Shares	$	M	18542.88	Disposed	2009-02-23	Common (18542.88)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	100.00	Indirect
Common	26740.90	Indirect
Common	7.86	Indirect

Footnotes

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

F2: 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.