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: BELL JAMES A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-01	Common	M	3024.86	—	Acquired	40197.60	Direct
2006-03-01	Common	F	890.86	$72.95	Disposed	39306.74	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-01	2002 Performance Shares	$	M	3024.86	Disposed	2007-02-25	Common (3024.86)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2669.66	Indirect
Common	10497.13	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.