BOEING CO — Director's Dealing 2010

Feb 17, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

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	7323	Direct
Common Stock	24.19	Indirect
Common Stock	54	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$35.57	2019-02-23	Common Stock (11848)		Direct
Stock Option (Right to Buy)	$81.975	2018-05-30	Common Stock (20000)		Direct

Footnotes

F1: 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.

F2: The options vest over a period of three years from the date of grant (May 30, 2008), with 34% vesting after the first year, on May 30, 2009, 33% vesting after the second year, on May 30, 2010, and 33% vesting after the third year, on May 30, 2011.