BOEING CO — Director's Dealing 2011

Oct 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2011-10-03

Reporting Person: Smith Gregory D (VP Fin. & Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-03	Common Stock	F	1736.3100	$59.6900	Disposed	25767.4600	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149.2200	Indirect
Common Stock	62.0000	Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

F2: Includes adjustments for dividends accrued.