BOEING CO — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2014-02-24

Reporting Person: Smith Gregory D (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	A	45064.0000	$0.0000	Acquired	84604.4700	Direct
2014-02-24	Common Stock	F	811.6600	$129.5800	Disposed	83792.8100	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	429.1400	Indirect
Common Stock	62.0000	Indirect

Footnotes

F1: Represents restricted stock of which 25,064 units will vest on February 24, 2017 and 20,000 units will vest on February 24, 2018; units settle in shares of the Company's common stock on a one-for-one basis.

F2: Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.