BOEING CO — Director's Dealing 2006

Feb 8, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-12-31

Reporting Person: KOELLNER LAURETTE T (Pres., Connexion by Boeing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2002-05-20	Common	F	1975.81	$45.45	Disposed	14090.81	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10.54	Indirect
Common	14191.16	Indirect
Common	41.00	Indirect
Common	85.33	Indirect

Footnotes

F1: This transaction was omittted from the reporting person's reports for 2002. Subsequent Form 4s filed by the reporting person reflecting Table I transactions erroneously included these shares in column 5.