X0303 4 2009-02-23 0000012927 BOEING CO BA 0001182047 BELL JAMES A 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO IL 60606 1 EVP & Chief Financial Officer Common Stock 2009-02-23 4 A 0 22305 0 A 108759.04 D Common Stock 3244.05 I Boeing 401(k) Plan Common Stock 11112.65 I Career Shares Stock Option (Right to Buy) 35.57 2009-02-23 4 A 0 71349 0 A 2019-02-23 Common Stock 71349 71349 D Represents a restricted stock unit award that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 23, 2012. Includes adjustments for dividends accrued. The options vest over a period of three years from the date of grant (February 23, 2009), with 34% vesting after the first year, on February 23, 2010, 33% vesting after the second year, on February 23, 2011, and 33% vesting after the third year, on February 23, 2012. paobell.TXT /s/ Elizabeth A. Nemeth, Attorney-in-Fact 2009-02-25