BOEING CO — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-01-31

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	2400.0000	$44.1270	Acquired	1156356.0000	Direct
2012-01-31	Common Stock	F	1430.0000	$74.0150	Disposed	1154926.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Stock Option (Right to Buy)	$44.1270	M	2400.0000	Disposed	2012-04-29	Common Stock (2400.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	171485.0000	Indirect
Common Stock	21700.0000	Indirect
Common Stock	230806.0000	Indirect
Common Stock	131417.0000	Indirect

Footnotes

F1: Shares surrendered to issuer as partial payment of stock option exercise price (the balance of the exercise price for the fractional share was paid in cash); not an open market transaction.

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