BOEING CO — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-04-30

Reporting Person: Tracy John J (SVP, EO&T & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common Stock	M	8436.0000	$35.5700	Acquired	52281.3100	Direct
2012-04-30	Common Stock	S	8436.0000	$76.4280	Disposed	43845.3100	Direct
2012-05-01	Common Stock	S	5966.0000	$77.3580	Disposed	37879.3100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Stock Option (Right to Buy)	$35.5700	M	8436.0000	Disposed	2019-02-23	Common Stock (8436.0000)	Direct
2012-05-01	Deferred Compensation Units	$0.0000	I	3548.0000	Disposed		Common Stock (3548.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	335.9900	Indirect
Common Stock	50.0000	Indirect
Common Stock	4352.0500	Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $76.42 to $76.43 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.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $77.35 to $77.365 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: Represents an option grant for 25,562 shares vesting over a period of three years from the date of grant (February 23, 2009), with 34% on February 23, 2010, 33% on February 23, 2011, and 33% on February 23, 2012.

F4: Each deferred compensation unit is convertible into one share of the issuer's common stock or the economic equivalent thereof. Deferred compensation units are payable in stock or cash at the election of the holder following the holder's termination of employment with the issuer, except that (i) company matching deferred stock units are payable only in stock and are forfeited upon termination for any reason other than retirement, death, disability or layoff and (ii) units acquired upon deferral of certain performance shares are payable only in stock.

F5: Includes adjustments for dividends accrued.