BOEING CO — Director's Dealing 2006

Feb 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2006-02-17

Reporting Person: BRYSON JOHN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-17	Common	M	2400	$38.42	Acquired	7400.00	Direct
2006-02-17	Common	M	2400	$49.56	Acquired	9800.00	Direct
2006-02-17	Common	S	4800	$72.96	Disposed	5000.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Stock Option (Right to Buy) NED-0005	$38.42	M	2400	Disposed	2006-04-29	Common (2400.00)	Direct
2006-02-17	Stock Option (Right to Buy) NED-0006	$49.56	M	2400	Disposed	2007-04-28	Common (2400.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1600.00	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.