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: Tracy John J (SVP, EO&T & CTO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-10	Boeing Stock Units	$0	M	1226.78	Disposed		Common Stock (1226.78)	Direct
2009-03-10	Deferred Compensation Units	$0	M	1226.78	Acquired		Common Stock (1226.78)	Indirect
2009-03-10	Deferred Compensation Units	$0	A	306.7	Acquired		Common Stock (306.7)	Indirect

Footnotes

F1: Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan.

F2: BSUs convert into common stock on a 1-for-1 basis if settled in stock.

F3: BSUs vest and are payable in cash or stock three years after the award is granted.

F4: Includes adjustments for dividends accrued.

F5: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F6: BSUs deferred to the Deferred Compensation Stock Program at vesting.

F7: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash at the election of the holder, except that (i) company matching deferred stock units are payable only in stock and are forfeited upon termination for any reason other than retirement, death, disability or layoff and (ii) units acquired upon deferral of certain performance shares are payable only in stock.

F8: Company match to deferral of vested BSUs to Deferred Compensation Stock Program.