BOEING CO — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-01-30

Reporting Person: MCNERNEY W JAMES JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-05	Common Stock	G	50.0000	$0.0000	Disposed	420471.0300	Direct
2012-01-30	Common Stock	M	3000.0000	$44.1270	Acquired	426992.3400	Direct
2012-01-31	Common Stock	G	235.0000	$0.0000	Disposed	426757.3400	Direct
2012-01-31	Common Stock	G	250.0000	$0.0000	Disposed	426507.3400	Direct
2012-01-31	Common Stock	G	275.0000	$0.0000	Disposed	426232.3400	Direct
2012-01-31	Common Stock	G	500.0000	$0.0000	Disposed	425732.3400	Direct
2012-01-31	Common Stock	G	2500.0000	$0.0000	Disposed	423232.3400	Direct
2011-05-05	Common Stock	G	50.0000	$0.0000	Acquired	50.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-30	Stock Option (Right to Buy)	$44.1270	M	3000.0000	Disposed	2012-04-29	Common Stock (3000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	308.8600	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: The option was fully vested on April 30, 2007.