BOEING CO — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-02-13

Reporting Person: CARSON SCOTT E (SrVP, Pres Connexion by Boeing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-13	Common	M	3726	$41.00	Acquired	9356.00	Direct
2006-02-13	Common	M	988	$41.00	Acquired	10344.00	Direct
2006-02-13	Common	M	3656	$53.22	Acquired	14000.00	Direct
2006-02-13	Common	M	8518	$53.22	Acquired	22518.00	Direct
2006-02-13	Common	S	16888	$71.95	Disposed	5630.00	Direct
2006-02-17	Common	G	5620	—	Disposed	10.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-13	Stock Option (Right to Buy) 93-13Q	$41.00	M	3726	Disposed	2006-02-26	Common (3726.00)	Direct
2006-02-13	Stock Option (Right to Buy) 93-14N	$41.00	M	988	Disposed	2006-02-26	Common (988.00)	Direct
2006-02-13	Stock Option (Right to Buy) 93-20Q	$53.22	M	3656	Disposed	2007-02-24	Common (3656.00)	Direct
2006-02-13	Stock Option (Right to Buy) 93-21N	$53.22	M	8518	Disposed	2007-02-24	Common (8518.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9466.13	Indirect
Common	12069.06	Indirect

Footnotes

F1: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.