BOEING CO — Director's Dealing 2006

Mar 9, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-03-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-07	Common	M	6080.27	—	Acquired	26815.08	Direct
2006-03-07	Common	D	6080.27	$72.80	Disposed	20734.81	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-07	Boeing Stock Units	$	M	6080.27	Disposed		Common (6080.27)	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: Vested Boeing Stock Units paid out in cash

F2: Boeing Stock Units convert on a 1-for-1 basis if settled in stock

F3: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.