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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-17	2004 Performance Shares	$	D	10495.99	Disposed	2009-02-23	Common (10495.99)	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: 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.