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BOEING CO Director's Dealing 2006

Jan 13, 2006

14815_dirs_2006-01-13_4c7c7df5-daa6-457e-9db2-1de0ebd2f5e4.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

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

Reporting Person: HULLIN TOD R (SVP Communications)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-12-19 Common M 7941.63 Acquired 18539.63 Direct
2005-12-19 Common F 3134.63 $69.97 Disposed 15405.00 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-12-19 2004 Performance Shares $ M 7941.63 Disposed 2009-02-23 Common (7941.63) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 105.00 Indirect
Common 4470.90 Indirect

Footnotes

F1: Includes an additional 59.34 shares that had been omitted from the reporting person's original Form 4 filed on December 20, 2005.

F2: Includes an additional 24.34 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