BOEING CO — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-02-27

Reporting Person: Muilenburg Dennis A (EVP, Pres. & CEO, BDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	A	12733.0000	$0.0000	Acquired	50016.6700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Stock Option (Right to Buy)	$75.3950	A	56838.0000	Acquired	2022-02-27	Common Stock (56838.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	957.0000	Indirect
Common Stock	20.0000	Indirect
Common Stock	4219.1700	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 on February 27, 2015.

F2: Represents an option grant for the purchase of 56,838 shares vesting over a period of three years from the date of grant (February 27, 2012), with 34% on February 27, 2013, 33% on February 27, 2014 and 33% on February 27, 2015.