BOEING CO — Director's Dealing 2010

Feb 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2010-02-01

Reporting Person: BELL JAMES A (EVP, Corp. Pres. & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	S	20000	$61.52	Disposed	132530.97	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2204.06	Indirect
Common Stock	11542.66	Indirect

Footnotes

F1: Represents the weighted average sales price. The highest price at which shares were sold was $61.56 and the lowest price at which shares were sold was $61.50.

F2: Includes adjustments for dividends accrued.