BOEING CO — Director's Dealing 2013

May 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-04-30

Reporting Person: Hill Shephard W (SVP, President, Boeing Int'l)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-30	Common Stock	S	23521.0000	$91.2100	Disposed	74347.9200	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5509.6200	Indirect
Common Stock	9339.6400	Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $91.12 to $91.65 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: Includes adjustments for dividends accrued.