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: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-03	Common Stock	G	4220.0000	$0.0000	Disposed	1193895.0000	Direct
2010-05-03	Common Stock	G	11160.0000	$0.0000	Disposed	1182735.0000	Direct
2010-10-28	Common Stock	G	710.0000	$0.0000	Disposed	1182025.0000	Direct
2010-10-29	Common Stock	G	30359.0000	$0.0000	Disposed	1151666.0000	Direct
2010-11-02	Common Stock	G	91.0000	$0.0000	Disposed	1151575.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	171485.0000	Indirect
Common Stock	21700.0000	Indirect
Common Stock	230806.0000	Indirect
Common Stock	220870.0000	Indirect

Footnotes

F1: Since the reporting person's last report, 279,130 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 35) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person.