BOEING CO — Director's Dealing 2011

Feb 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2011-02-22

Reporting Person: STEPHENS RICHARD DENNIS (SVP, Human Resources/Admin)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-22	Common Stock	A	19127.0000	$0.0000	Acquired	48043.2100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-22	Stock Option (Right to Buy)	$71.4350	A	24368.0000	Acquired	2021-02-22	Common Stock (24368.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3230.4000	Indirect
Common Stock	11428.0800	Indirect

Footnotes

F1: Represents restricted stock units that will vest and settle in shares of the Company's common stock on a one-for-one basis with respect to 13,000 shares on February 22, 2013 and with respect to 6,127 shares on February 22, 2014.

F2: Includes adjustments for dividends accrued.

F3: The options vest over a period of three years from the date of grant (February 22, 2011), with 34% vesting on February 22, 2012, 33% vesting on February 22, 2013, and 33% vesting on February 22, 2014.