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: Downey Thomas J (SVP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	F	2066.0300	$75.8450	Disposed	40806.1300	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5590.3900	Indirect
Common Stock	3614.5800	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.