BOEING CO — Director's Dealing 2008

Sep 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2008-08-29

Reporting Person: BELL JAMES A (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-29	Common Stock	F	4624.2	$66.705	Disposed	86179.29	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3124.53	Indirect
Common Stock	10931.77	Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock units granted effective August 29, 2005 to Mr. Bell for his service as interim CEO in 2005 while serving as CFO and to encourage long-term performance. The award vests in increments of 50% on each of the 3rd and 5th anniversaries of the grant date. This report does not reflect an open market transaction.

F2: Includes adjustments for dividends accrued.