Edgar Filing: STEPHENS RICHARD DENNIS

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STEPHENS RICHARD DENNIS

2. Issuer Name and Ticker or Trading Symbol
BOEING CO [BA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP, Human Resources/Admin

(Last)

(First)

(Middle)

100 N. RIVERSIDE PLAZA, M/C 5003-1001

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2006

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	11/01/2006		M		3,228	A	$ 53.0313	19,200	D
Common	11/01/2006		M		9,662	A	$ 53.2188	28,862	D
Common	11/01/2006		S		490	D	$ 80.08	28,372	D
Common	11/01/2006		S		12,400	D	$ 80.02	15,972	D
Common	11/01/2006		S		3,400	D	$ 80.22	12,572	D
Common	11/01/2006		S		1,600	D	$ 80.23	10,972	D
Common	11/01/2006		S		2,400	D	$ 80.25	8,572	D
Common	11/01/2006		S		200	D	$ 80.26	8,372	D
Common	11/01/2006		S		3,800	D	$ 80.27	4,572	D
Common	11/01/2006		S		500	D	$ 80.28	4,072	D
Common	11/01/2006		S		100	D	$ 80.3	3,972	D
Common								2,843.97	I	By 401(k)
Common								10,246.89 ⁽¹⁾	I	Career Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Compensation Units

⁽²⁾

11/01/2006

16,825.57 ⁽³⁾

⁽⁴⁾

Common

16,825.57

$ 0

36,785.75 ⁽¹⁾

Deferred Compensation Stock Program

Stock Option (Right to Buy) 93-18 & 93-19

$ 53.0313

11/01/2006

3,228

⁽⁵⁾

01/13/2007

Common

3,228

$ 0

Stock Option (Right to Buy) 93-20 & 93-21

$ 53.2188

11/01/2006

9,662

⁽⁵⁾

02/24/2007

Common

9,662

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STEPHENS RICHARD DENNIS 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO, IL 60606			Sr. VP, Human Resources/Admin

Signatures

By: /s/ Mark R. Pacioni as Attorney-in-Fact		11/03/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes adjustments for dividends accrued.
(2)	Phantom stock units are convertible into common stock on a 1-for-1 basis.
(3)	Represents intra-fund transfer in the reporting person's account under the Company's Deferred Compensation Plan.
(4)	Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.
(5)	Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.

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