BOEING CO — Director's Dealing 2009

Mar 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-03-10

Reporting Person: Denson-Low Wanda K (SVP, Internal Governance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-10	Common Stock	M	1516.97	—	Acquired	8706.97	Direct
2009-03-10	Common Stock	D	1516.97	$32.17	Disposed	7190	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-10	Boeing Stock Units	$0	M	1516.97	Disposed		Common Stock (1516.97)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1411.59	Indirect
Common Stock	7515.14	Indirect

Footnotes

F1: Vested Boeing Stock Units paid out in cash.

F2: Includes adjustments for dividends accrued.

F3: Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan.

F4: BSUs convert into common stock on a 1-for-1 basis if settled in stock.

F5: BSUs vest and are payable in cash or stock three years after the award is granted.