BOEING CO — Director's Dealing 2012

Feb 1, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2011-12-31

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-09	Common Stock	G	26500.0000	$0.0000	Disposed	1346148.0000	Direct
2011-11-04	Common Stock	G	60391.0000	$0.0000	Disposed	1285757.0000	Direct
2011-11-07	Common Stock	G	384.0000	$0.0000	Disposed	1285373.0000	Direct
2011-11-07	Common Stock	G	131417.0000	$0.0000	Disposed	1153956.0000	Direct
2011-11-07	Common Stock	G	131417.0000	$0.0000	Acquired	131417.0000	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: Since the reporting person's last report, 220,870 shares previously indirectly owned through a grantor retained annuity trust of which the reporting person is sole trustee and income beneficiary (Family Trust 35) have been distributed back to the reporting person.

F2: These shares are held in a family trust for the benefit of the reporting person's descendants; the reporting person's spouse is trustee of the trust.