Boeing : Initial Statement of Beneficial Ownership

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
Washington, D.C. 20549	OMB Number: 3235-0104
	Estimated average burden
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF	hours per response... 0.5
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

1. Name and Address of Reporting Person *			2. Date of Event Requiring	3. Issuer Name and Ticker or Trading Symbol
			Statement (MM/DD/YYYY)
Arthur Michael A.			4/22/2019	BOEING CO [BA]
(Last)	(First)	(Middle)	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
100 N. RIVERSIDE PLAZA, M/C			_____ Director	_____ 10% Owner
5003-1001			___ X ___ Officer (give title below)	_____ Other (specify below)
			President, Boeing Int'l /
	(Street)		5. If Amendment, Date	6. Individual or Joint/Group Filing (Check Applicable Line)
CHICAGO, IL 60606			Original Filed (MM/DD/YYYY)	_ X _ Form filed by One Reporting Person
				___ Form filed by More than One Reporting Person
(City)	(State)	(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)

Common Stock

2. Amount of Securities	3. Ownership	4. Nature of Indirect Beneficial Ownership
Beneficially Owned	Form: Direct	(Instr. 5)
(Instr. 4)	(D) or Indirect
	(I)
	(Instr. 5)
210.0000 (1)	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and		3. Title and Amount of		4. Conversion	5. Ownership	6. Nature of Indirect
(Instr. 4)	Expiration Date		Securities Underlying		or Exercise	Form of	Beneficial Ownership
	(MM/DD/YYYY)		Derivative Security		Price of	Derivative	(Instr. 5)
			(Instr. 4)		Derivative	Security:
					Security	Direct (D) or
	Date	Expiration	Title	Amount or
						Indirect (I)
	Exercisable	Date		Number of
						(Instr. 5)
				Shares
Restricted Stock Units	2/26/2021	2/26/2021	Common	148.8800	(2)	D
			Stock
Restricted Stock Units	2/27/2020	2/27/2020	Common	2354.0900	(2)	D
			Stock

Explanation of Responses:

(1) Consists of restricted stock units that will vest on February 25, 2022, and which will settle in shares of the Company's common stock on a one-for-one basis.

(2) Consists of restricted stock units that are the economic equivalent of an equal number of shares of the Company's common stock, and which will settle in the form of a cash payment equal to the fair market value of the Company's common stock on the vesting date.

Remarks:

arthurpoa.txt

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director 10% OwnerOfficer	Other

Arthur Michael A.

100 N. RIVERSIDE PLAZA President, Boeing Int'l M/C 5003-1001

CHICAGO, IL 60606

Signatures
/s/ Dana Kumar, Attorney-in-Fact	4/24/2019
**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 control number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Grant M. Dixton, Stephanie L. Hernandez, Dana Kumar, and Gregory Vogelsperger, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Boeing Company (the "Company"), Forms 3, 4 and

5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on Edgar;

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney- in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or(b) superseded by a new power of attorney regarding

the purposes outlined in the first paragraph hereof dated as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of March, 2019.

/s/ Michael A. Arthur