BOEING CO — Director's Dealing 2011

Jan 28, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2010-12-31

Reporting Person: Tracy John J (SVP, EO&T & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-06	Common Stock	G	50.0000	$0.0000	Acquired	50.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34406.8700	Direct
Common Stock	202.4200	Indirect
Common Stock	4224.6900	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.