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: DE LEON RUDY F (Sr.V.P. Washington DC Op)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-19	Common	M	9880.42	—	Acquired	44389.42	Direct
2005-12-19	Common	F	4170.42	$69.97	Disposed	40219.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-19	2004 Performance Shares	$	M	9880.42	Disposed	2009-02-23	Common (9880.42)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8990.11	Indirect

Footnotes

F1: Includes an additional 73.83 shares that had been omitted from the reporting person's original Form 4 filed on December 20, 2005.

F2: Includes an additional 31.83 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