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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Common Stock	F	32.8800	$64.7550	Disposed	130214.9700	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2413.4200	Indirect
Common Stock	11844.0500	Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

F2: Includes adjustments for dividends accrued.