BOEING CO — Director's Dealing 2010

May 28, 2010

SEC Form 3/A — Form 3/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2010-02-09

Reporting Person: Smith Gregory D (VP Fin. & Corporate Controller)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26966.71	Direct

Footnotes

F1: This amended Form 3 reflects 19,643.71 additional shares of the Issuer's common stock represented by restricted stock units granted to the reporting person and accrued dividend equivalents. Of these, restricted stock units for 3,794.74 shares vest on February 23, 2012; the remainder represents the unvested portion of a grant of restricted stock units for 25,000 shares vesting in increments of 10%, 30%, 30% 20% and 10% of the underlying shares on October 1, 2008, October 1, 2009, October 1, 2010, October 1, 2011 and October 1, 2012, respectively.