BOEING CO — Director's Dealing 2009

Feb 17, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-02-10

Reporting Person: Pasterick Robert J (Corporate Controller)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7064	Direct
Common Stock	5969.12	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Boeing Stock Units	$		Common Stock (1297.55)		Direct
Performance Shares	$	2010-02-28	Common Stock (1301.95)		Direct
Stock Option (Right to Buy)	$74.445	2016-02-27	Common Stock (10800)		Direct
Stock Option (Right to Buy)	$83.93	2018-02-25	Common Stock (10100)		Direct
Stock Option (Right to Buy)	$89.645	2017-02-26	Common Stock (8700)		Direct
Deferred Compensation Units	$		Common Stock (3009.65)		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 vest and are payable in cash or stock three years after the award is granted; these BSUs will vest on March 10, 2009.

F3: BSUs convert into common stock on a 1-for-1 basis if settled in stock.

F4: 2005 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and
125% at $119.72.

F5: Performance shares convert into common stock on a 1-for-1 basis on vesting.

F6: The options vest over a period of three years from the date of grant (February 27, 2006), with 34% vesting after the first year, on February 27, 2007, 33% vesting after the second year, on February 27, 2008, and 33% vesting after the third year, on February 27, 2009.

F7: The options vest over a period of three years from the date of grant (February 25, 2008), with 34% vesting after the first year, on February 25, 2009, 33% vesting after the second year, on February 25, 2010, and 33% vesting after the third year, on February 25, 2011.

F8: The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010.

F9: 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.

F10: Phantom stock units are convertible into common stock on a 1-for-1 basis.