BOEING CO — Director's Dealing 2008

Jun 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2008-05-30

Reporting Person: KEATING TIMOTHY JOHN (Senior VP, Public Policy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-30	Common	A	35700	—	Acquired	35700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-30	Stock Option (Right to Buy)	$81.9750	A	32500	Acquired	2018-05-30	Common (32500)	Direct

Footnotes

F1: Represents a restricted stock unit award that vests over a period of three years from the date of grant, with 40% vesting on May 30, 2009, and 30% vesting on each of May 30, 2010 and May 30, 2011, respectively.

F2: Option vests and becomes exercisable over a period of three years from the date of grant, with 34% vesting on May 30, 2009, and 33% vesting on each of May 30, 2010 and May 30, 2011, respectively.