BOEING CO — Director's Dealing 2009

Oct 27, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-10-25

Reporting Person: BELL JAMES A (EVP, Corp. Pres. & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-25	Common Stock	D	8000	—	Disposed	151934.3	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3244.05	Indirect
Common Stock	11454.68	Indirect

Footnotes

F1: Reflects an amendment to the restricted stock unit award granted to Mr. Bell on June 22, 2009 to reduce the number of shares subject to the award by 8,000 and change the vesting date for the remaining 42,000 restricted stock units to December 31, 2011.

F2: Includes adjustments for dividends accrued.