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: Conner Raymond L. (Vice Chair, Pres. & CEO, BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	A	57790.0000	$0.0000	Acquired	138570.0800	Direct
2014-02-24	Common Stock	F	5754.2700	$129.5800	Disposed	132815.8100	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	418.1400	Indirect
Common Stock	8674.8700	Indirect

Footnotes

F1: Represents restricted stock units of which 7,790 units will vest on February 24, 2017 and 50,000 units will vest on December 1, 2017; 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.