BOEING CO — Director's Dealing 2006

Jan 13, 2006

SEC Form 4/A — Form 4/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2005-12-19

Reporting Person: JAMIESON JAMES M (Sr. V.P., CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-19	Common	M	7357.72	—	Acquired	14304.72	Direct
2005-12-19	Common	F	2903.72	$69.97	Disposed	11401.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-19	2004 Performance Shares	$	M	7357.72	Disposed	2009-02-23	Common (7357.72)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12441.36	Indirect

Footnotes

F1: Includes an additional 54.98 shares that had been omitted from the reporting person's original Form 4 filed on December 20, 2005.

F2: Includes an additional 21.98 shares that had been omitted from the reporting person's original Form 4 filed on December 20, 2005.

F3: Performance shares convert on 1 for 1 basis on vesting

F4: 2004 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: 15% at $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.

F5: Includes adjustments for dividends accrued