BOEING CO — Director's Dealing 2009

May 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-05-11

Reporting Person: MCNERNEY W JAMES JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-11	Common Stock	F	12546	$44.72	Disposed	361462	Direct

Footnotes

F1: Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock; not an open market transaction.