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BOEING CO Director's Dealing 2010

Feb 3, 2010

14815_dirs_2010-02-03_12fa52fc-1d32-47c6-b07e-b09e7dbb89e8.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-12-31

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-11-04 Common Stock G 11359 Disposed 934394 Direct
2009-11-04 Common Stock G 16325 Disposed 918069 Direct
2009-03-06 Common Stock G 322790 Disposed 0 Indirect
2009-01-15 Common Stock G 540000 Disposed 0 Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: Since the reporting person's last report, 322,790 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 33) and 540,000 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 34) have been distributed back to the reporting person. The reporting person is sole trustee and income beneficiary of both Family Trust 33 and Family Trust 34.

F2: Since the reporting person's last report, 322,790 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.

F3: Since the reporting person's last report, 540,000 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 34) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person.