BOEING CO — Director's Dealing 2009

Feb 12, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2008-12-31

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-02	Common Stock	G	876	—	Disposed	158683	Direct
2008-05-02	Common Stock	G	32070	—	Disposed	126613	Direct
2008-11-03	Common Stock	G	3600	—	Disposed	123013	Direct
2008-11-04	Common Stock	G	40050	—	Disposed	82963	Direct
2008-06-19	Common Stock	G	203470	—	Disposed	0	Indirect
2008-06-19	Common Stock	G	157820	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	171485	Indirect
Common Stock	21700	Indirect
Common Stock	230806	Indirect
Common Stock	322790	Indirect
Common Stock	540000	Indirect
Common Stock	500000	Indirect

Footnotes

F1: Since the reporting person's last report, (a) 339,370 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 32 of which the reporting person is sole trustee and income beneficiary) and 317,210 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 33 of which the reporting person is sole trustee and income beneficiary) have been distributed back to the reporting person and (b) 500,000 shares previously directly owned have been contributed to a grantor retained annuity trust (Family Trust 35 of which the reporting person is sole trustee and income beneficiary).

F2: Since the reporting person's last report, the annuity period of Family Trust 31 (a grantor retained annuity trust of which the reporting person is sole trustee and income beneficiary) has expired and a liquidation distribution of the remaining 203,470 shares held by Family Trust 31 were gifted to a separate gift trust of which the reporting person is neither a trustee or an income beneficiary.

F3: Since the reporting person's last report, (a) 339,370 shares previously owned indirectly through a grantor retained annuity trust of which the reporting person is sole trustee and income beneficiary (Family Trust 32) have been distributed back to the reporting person and (b) the annuity period of Family Trust 32 has expired and a liquidation distribution of the remaining 157,820 shares held by Family Trust 32 were gifted to a separate gift trust of which the reporting person is neither a trustee or an income beneficiary.

F4: Since the reporting person's last report, 317,210 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 33) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person.

F5: Since the reporting person's last report, 500,000 shares previously directly owned have been contributed to a grantor retained annuity trust (Family Trust 35) of which the reporting person is sole trustee and income beneficiary).