BOEING CO — Director's Dealing 2008

Sep 17, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2008-09-12

Reporting Person: CARSON SCOTT E (Executive VP-Pres. & CEO, BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-12	Common Stock	F	6292.8	$62.56	Disposed	29108.56	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10179.06	Indirect
Common Stock	12648.68	Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock units granted effective September 12, 2006. The award vests in increments of 50% on each of the 2nd and 3rd anniversaries of the grant date. This report does not reflect an open market transaction.

F2: Includes adjustments for dividends accrued.