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: Downey Thomas J (SVP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	A	27448.0000	$0.0000	Acquired	73997.7300	Direct
2014-02-24	Common Stock	F	11168.1500	$129.5800	Disposed	62829.5800	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3942.2400	Indirect
Common Stock	3773.7600	Indirect

Footnotes

F1: Represents restricted stock units of which 14,948 units will vest on February 24, 2017 and 12,500 units will vest on February 24, 2018; units settle in shares of the Company's common stock on a one-for-one basis.

F2: Includes adjustments for dividends accrued.

F3: Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.