BOEING CO — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2011-01-03

Reporting Person: WILLIAMS RONALD A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Phantom Stock Units	$0.0000	A	688.6500	Acquired		Common Stock (688.6500)	Direct

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Phantom stock units awarded or acquired in lieu of director cash compensation.

F3: Phantom stock units accrued under The Boeing Company's Deferred Compensation Plan for Directors are to be settled in The Boeing Company common stock upon the reporting person's termination of services as a director.