BOEING CO — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	F	3283.7000	$75.8450	Disposed	45685.0100	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	993.5900	Indirect
Common Stock	11703.8000	Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

F2: Includes adjustments for dividends accrued.

F3: Since the date of the reporting person's last ownership report, the reporting person disposed of 2,543 units previously held in his 401(k) plan account pursuant to a transaction that is exempt from Section 16 reporting requirements.