SEC Info - Bryson John E - ‘4’ for 1/2/09 re: Boeing Co.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BRYSON JOHN E

2. Issuer Name and Ticker or Trading Symbol
BOEING CO [BA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

100 N. RIVERSIDE PLAZA, M/C 5003-1001

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2009

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units

$ 0 ⁽¹⁾

01/02/2009

1,386.69 ⁽²⁾

⁽³⁾

Common Stock

1,386.69

$ 0

31,896.16 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BRYSON JOHN E 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO, IL 60606	X

Signatures

/s/ Elizabeth A. Nemeth, Attorney-in-Fact		01/06/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Phantom stock units are convertible into common stock on a 1-for-1 basis.
(2)	Phantom stock units awarded or acquired in lieu of director cash compensation.
(3)	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.
(4)	Includes adjustments for dividends accrued.
Remarks: poabryson.TXT

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Bryson John E – ‘4’ for 1/2/09 re: Boeing Co.

On: Tuesday, 1/6/09, at 4:44pm ET · For: 1/2/09 · As: Director · Accession #: 1225208-9-795 · File #: 1-00442

Previous ‘4’: ‘4’ on 1/5/09 for 12/31/08 · Next: ‘4’ on 3/4/09 for 3/2/09 · Latest: ‘4’ on 9/14/11 for 9/13/11

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — doc4.xml/3.3

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Bryson John E – ‘4’ for 1/2/09 re: Boeing Co.

On: Tuesday, 1/6/09, at 4:44pm ET · For: 1/2/09 · As: Director · Accession #: 1225208-9-795 · File #: 1-00442

Previous ‘4’: ‘4’ on 1/5/09 for 12/31/08 · Next: ‘4’ on 3/4/09 for 3/2/09 · Latest: ‘4’ on 9/14/11 for 9/13/11

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — doc4.xml/3.3

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents