BOEING CO — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BIGGS JOHN H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	M	2400.0000	$65.1420	Acquired	37960.0000	Direct
2011-02-02	Common Stock	S	2400.0000	$70.7000	Disposed	35560.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-02	Stock Option (Right to Buy)	$65.1420	M	2400.0000	Disposed	2011-04-30	Common Stock (2400.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8710.0000	Indirect
Common Stock	180.0000	Indirect
Common Stock	160.0000	Indirect

Footnotes

F1: Includes shares previously reported as indirectly held by the J.H. Biggs Revocable Trust.

F2: Options became exercisable with respect to 40% of the original number of shares on the first anniversary of the grant date (April 1, 2001) and with respect to 30% of the original number of shares on the third and fifth anniversaries of the grant date; the option would have expired on April 30, 2011.