BOEING CO — Director's Dealing 2009

Feb 25, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-02-23

Reporting Person: Downey Thomas J (SVP-Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-23	Common Stock	A	6030	—	Acquired	15332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-23	Stock Option (Right to Buy)	$35.57	A	19290	Acquired	2019-02-23	Common Stock (19290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6054.65	Indirect
Common Stock	3311.47	Indirect

Footnotes

F1: Represents a restricted stock unit award that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 23, 2012.

F2: Includes adjustments for dividends accrued.

F3: The options vest over a period of three years from the date of grant (February 23, 2009), with 34% vesting after the first year, on February 23, 2010, 33% vesting after the second year, on February 23, 2011, and 33% vesting after the third year, on February 23, 2012.