BOEING CO — Director's Dealing 2006

Mar 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-01	Common	M	16450.64	—	Acquired	53045.72	Direct
2006-03-01	Common	F	4625.6	$72.95	Disposed	48420.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-01	2002 Performance Shares	$	M	16450.64	Disposed	2007-02-25	Common (16450.64)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	100.00	Indirect
Common	26639.88	Indirect

Footnotes

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

F2: 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.