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BOEING CO Director's Dealing 2011

May 5, 2011

14815_dirs_2011-05-04_4600fb6e-faf0-4d73-abc4-5855d98ac3ac.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2011-05-02

Reporting Person: Denson-Low Wanda K (SVP, Internal Governance)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-02 Common Stock M 6365.0000 $35.5700 Acquired 42294.6700 Direct
2011-05-02 Common Stock S 6365.0000 $79.7100 Disposed 35929.6700 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-02 Stock Option (Right to Buy) $35.5700 M 6365.0000 Disposed 2019-02-23 Common Stock (6365.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1495.5800 Indirect
Common Stock 7945.7200 Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: The price shown is a weighted average sale price; the prices actually received ranged from $79.711 to $79.714 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: The options vest over a period of three years from the date of grant (February 23, 2009), with 34% vesting on February 23, 2010, 33% vesting on February 23, 2011, and 33% vesting on February 23, 2012.