BOEING CO — Director's Dealing 2008

Feb 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2008-02-05

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-05	Common	M	3000	$50.700	Acquired	5979.00	Direct
2008-02-05	Common	S	500	$81.765	Disposed	5479.00	Direct
2008-02-05	Common	S	2000	$81.750	Disposed	3479.00	Direct
2008-02-05	Common	S	500	$81.760	Disposed	2979.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-05	Stock Option (Right to Buy) NED-0007	$50.7000	M	3000	Disposed	2008-04-27	Common (3000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	0.00	Indirect
Common	171485.00	Indirect
Common	21700.00	Indirect
Common	230806.00	Indirect
Common	203470.00	Indirect
Common	497190.00	Indirect
Common	640000.00	Indirect
Common	540000.00	Indirect

Footnotes

F1: Options were granted on April 27, 1998 with an expiration date of April 27, 2008; options became exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.