BOEING CO — Director's Dealing 2006

Mar 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-02-27

Reporting Person: STEPHENS RICHARD DENNIS (Sr. VP, Internal Services)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-27	Stock Option (Right to Buy)	$74.445	A	28000	Acquired	2016-02-27	Common (28000.00)	Direct

Footnotes

F1: Options become exercisable 34% on the 1st anniversary and 33% on each of the 2nd and 3rd anniversary of the grant date.