SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Conner Raymond L.

(Last)

(First)

(Middle)

100 N. RIVERSIDE PLAZA

M/C 5003-1001

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2012

3. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Pres. & CEO, BCA

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,888.81⁽¹⁾	D
Common Stock	405.68	I	By 401(k)
Common Stock	8,412.5	I	Career Shares

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/22/2020	Common Stock	15,287	$63.83	D
Stock Option (Right to Buy)	⁽³⁾	02/22/2021	Common Stock	14,031	$71.435	D
Stock Option (Right to Buy)	⁽⁴⁾	02/27/2016	Common Stock	7,128	$74.445	D
Stock Option (Right to Buy)	⁽⁵⁾	02/27/2022	Common Stock	17,229	$75.395	D
Stock Option (Right to Buy)	⁽⁶⁾	02/25/2018	Common Stock	10,100	$83.93	D
Stock Option (Right to Buy)	⁽⁷⁾	02/26/2017	Common Stock	8,700	$89.645	D

Explanation of Responses:

1. Includes an aggregate of 31,868.81 restricted stock units of which 3,975.29 will vest on February 22, 2013, 13,943.85 will vest on February 22, 2014 and 13,949.67 will vest on February 27, 2015; restricted stock units are settled in shares of the issuer's common stock on a one-for-one basis.

2. Represents an option grant for the purchase of 15,287 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.

3. Represents an option grant for the purchase of 14,031 shares vesting over a period of three years from the date of grant (February 22, 2011), with 34% vesting on February 22, 2012, 33% vesting on February 22, 2013, and 33% vesting on February 22, 2014.

4. The option was fully vested on February 27, 2009.

5. Represents an option grant for the purchase of 17,229 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.

6. The option was fully vested on February 25, 2011.

7. The option was fully vested on February 26, 2010.

Remarks:

connerpoa.txt

	/s/ Gregory C. Vogelsperger, Attorney-in-Fact	07/05/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.