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: 2006-02-27

Reporting Person: DE LEON RUDY F (Former Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-01	Common	M	9268.03	—	Acquired	29487.03	Direct
2006-03-01	Common	F	2992.03	$72.95	Disposed	26495.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-01	2002 Performance Shares	$	M	9268.03	Disposed	2007-02-25	Common (9268.03)	Direct
2006-02-27	Stock Option (Right to Buy)	$74.445	A	28000	Acquired	2016-02-27	Common (28000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8990.11	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.

F3: Options become exercisable 34% on the 1st anniversary and 33% on each of the 2nd and 3rd anniversary of the grant date.