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 13th day of October, 2009.

/s/Edmund P. Giambastiani, Jr.
Edmund P. Giambastiani, Jr.