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: Denson-Low Wanda K (SVP, Internal Governance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-30	Common Stock	M	19957.0000	$63.8300	Acquired	58077.7300	Direct
2013-04-30	Common Stock	M	12038.0000	$71.4350	Acquired	70115.7300	Direct
2013-04-30	Common Stock	M	7128.0000	$74.4450	Acquired	77243.7300	Direct
2013-04-30	Common Stock	M	6691.0000	$75.3950	Acquired	83934.7300	Direct
2013-04-30	Common Stock	S	49083.0000	$91.1700	Disposed	34851.7300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-30	Stock Option (Right to Buy)	$63.8300	M	19957.0000	Disposed	2020-02-22	Common Stock (19957.0000)	Direct
2013-04-30	Stock Option (Right to Buy)	$71.4350	M	12038.0000	Disposed	2021-02-22	Common Stock (12038.0000)	Direct
2013-04-30	Stock Option (Right to Buy)	$74.4450	M	7128.0000	Disposed	2016-02-27	Common Stock (7128.0000)	Direct
2013-04-30	Stock Option (Right to Buy)	$75.3950	M	6691.0000	Disposed	2022-02-27	Common Stock (6691.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2032.4000	Indirect
Common Stock	8338.4000	Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $91.00 to $91.69 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: Represents an option grant for the purchase of 19,957 shares vesting over a period of three years from the date of grant (February 22, 2010), with 34% on February 22, 2011, 33% on February 22, 2012, and 33% on February 22, 2013.

F3: Represents an option grant for the purchase of 17,969 shares vesting over a period of three years from the date of grant (February 22, 2011), with 34% on February 22, 2012, 33% on February 22, 2013, and 33% on February 22, 2014.

F4: Represents an option grant for the purchase of 10,800 shares vesting over a period of three years from the date of grant (February 27, 2006), with 34% on February 27, 2007, 33% on February 27, 2008, and 33% on February 27, 2009.

F5: Represents an option grant for the purchase of 19,680 shares vesting over a period of three years from the date of grant (February 27, 2012), with 34% on February 27, 2013, 33% on February 27, 2014 and 33% on February 27, 2015.