X0303 4 2008-08-29 0000012927 BOEING CO BA 0001182047 BELL JAMES A 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO IL 60606 1 EVP & Chief Financial Officer Common Stock 2008-08-29 4 F 0 4624.2 66.705 D 86179.29 D Common Stock 3124.53 I Boeing 401(k) Plan Common Stock 10931.77 I Career Shares Shares withheld for payment of taxes on vesting of restricted stock units granted effective August 29, 2005 to Mr. Bell for his service as interim CEO in 2005 while serving as CFO and to encourage long-term performance. The award vests in increments of 50% on each of the 3rd and 5th anniversaries of the grant date. This report does not reflect an open market transaction. Includes adjustments for dividends accrued. /s/ Mark R. Pacioni as Attorney-in-Fact 2008-09-03