Form 3 Muilenburg Dennis A For: Sep 01 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Muilenburg Dennis A

(Last)

(First)

(Middle)

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

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2009

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Pres. & CEO, IDS

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,275.96 ⁽¹⁾	D
Common Stock	1,042.12	I	401(k) plan
Common Stock	20	I	By Wife
Common Stock	3,950.58	I	Career Shares

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽²⁾	02/28/2010	Common Stock	1,194.19	$ ⁽³⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	02/23/2019	Common Stock	14,838	$ 35.57	D
Stock Option (Right to Buy)	02/27/2009	02/27/2016	Common Stock	10,800	$ 74.445	D
Stock Option (Right to Buy)	⁽⁵⁾	02/25/2018	Common Stock	10,100	$ 83.93	D
Stock Option (Right to Buy)	⁽⁶⁾	02/26/2017	Common Stock	8,700	$ 89.645	D
Deferred Compensation Units	⁽⁷⁾	⁽⁷⁾	Common Stock	18,162.66	$ ⁽⁸⁾	I	Deferred Compensation Stock Program

Explanation of Responses:
1. Includes 4,675.96 restricted stock units that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 23, 2012.
2. 2005 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72. The number of shares shown represents the remaining unvested 2005 Performance Shares that would vest if the 100% dollar level of $106.42 is reached for the specified period.
3. Performance shares convert into common stock on a 1-for-1 basis on vesting.
4. 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.
5. The options vest over a period of three years from the date of grant (February 25, 2008), with 34% vesting after the first year, on February 25, 2009, 33% vesting after the second year, on February 25, 2010, and 33% vesting after the third year, on February 25, 2011.
6. The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010.
7. Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash at the election of the holder, except that (i) company matching deferred stock units are payable only in stock and are forfeited upon termination for any reason other than retirement, death, disability or layoff and (ii) units acquired upon deferral of certain performance shares are payable only in stock.
8. Phantom stock units are convertible into common stock on a 1-for-1 basis.
Remarks: muilenburgpoa.TXT

	/s/ Michael F. Lohr, Attorney-in-Fact	09/10/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby
constitutes and appoints each of J. Michael Luttig, Michael F. Lohr,
Gregory C. Vogelsperger, Rebecca W. Bukolt and Elizabeth C. Towle, 
signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer and/or director of The Boeing
Company (the "Company"), Forms 3, 4 and 5 (including amendments
thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations thereunder and a Form ID, 
Uniform Application for Access Codes to File on Edgar;

(2)do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete and 
execute any such Forms 3, 4 or 5 or Form ID and timely file such 
forms (including amendments thereto) and application with the United
States Securities and Exchange Commission and any stock exchange or 
similar authority; and

(3)take any other action of any type whatsoever in connection 
with the foregoing which, in the opinion of such attorney-in-fact, 
may be of benefit to, in the best interest of, or legally required by, 
the undersigned, it being understood that the documents executed by 
such attorney-in-fact on behalf of the undersigned pursuant to this 
Power of Attorney shall be in such form and shall contain such terms 
and conditions as such attorney-in-fact may approve in such 
attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact 
full power and authority to do and perform any and every act and 
thing whatsoever requisite, necessary or proper to be done in the 
exercise of any of the rights and powers herein granted, as fully to 
all intents and purposes as the undersigned might or could do if 
personally present, with full power of substitution or revocation, 
hereby ratifying and confirming all that such attorney-in-fact, or 
such attorney-in-fact's substitute or substitutes, shall lawfully 
do or cause to be done by virtue of this power of attorney and the 
rights and powers herein granted.  The undersigned acknowledges that 
the foregoing attorneys-in-fact, in serving in such capacity at the 
request of the undersigned, are not assuming, nor is the Company 
assuming, any of the undersigned's responsibilities to comply with 
Section 16 of the Securities Exchange Act of 1934.

       The undersigned agrees that each such attorney-in-fact herein 
may rely entirely on information furnished orally or in writing by 
the undersigned to such attorney-in-fact.  The undersigned also agrees 
to indemnify and hold harmless the Company and each such attorney-in-
fact against any losses, claims, damages or liabilities (or actions 
in these respects) that arise out of or are based upon any untrue 
statements or omission of necessary facts in the information provided 
by the undersigned to such attorney-in fact for purposes of executing, 
acknowledging, delivering or filing Forms 3, 4 or 5 (including 
amendments thereto) or Form ID and agrees to reimburse the Company and 
such attorney-in-fact for any legal or other expenses reasonably 
incurred in connection with investigating or defending against any 
such loss, claim, damage, liability or action.

       This Power of Attorney supersedes any power of attorney 
previously executed by the undersigned regarding the purposes outlined 
in the first paragraph hereof ("Prior Powers of Attorney"), and the 
authority of the attorneys-in-fact named in any Prior Powers of 
Attorney is hereby revoked.

       This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5 
with respect to the undersigned's holdings of and transactions in 
securities issued by the Company, unless earlier (a) revoked by the 
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact or (b) superseded by a new power of attorney regarding the 
purposes outlined in the first paragraph hereof dated as of a later date.

       IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 4 day of September, 2009.

/s/ Dennis A. Muilenburg
Dennis A. Muilenburg

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