BOEING CO — Director's Dealing 2013

May 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-05-07

Reporting Person: Downey Thomas J (SVP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-07	Common Stock	S	3188.0000	$94.7510	Disposed	46093.1800	Direct
2013-05-07	Common Stock	I	1263.5300	$0.0000	Disposed	5047.0500	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3725.5200	Indirect

Footnotes

F1: Ownership in the issuer's 401(k) plan is represented by units in the issuer's common stock fund in the plan rather than shares of common stock.

F2: Reflects periodic contributions to the issuer's common stock fund in the issuer's 401(k) plan.