BOEING CO — Director's Dealing 2002

Nov 12, 2002

4 1 pal343.htm FORM 4 SEC Form 4

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 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(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Palmer, James F. (Last) (First) (Middle) The Boeing Company 100 N. Riverside Plaza, M/C 5003-1001 (Street) Chicago, IL 60606 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol The Boeing Company BA 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) November 7, 2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Officer/Other Description Sr. VP & President of Boeing Capital Corporation 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

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

1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 3. Transaction Code and Voluntary Code (Instr. 8) Code | V 4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price 5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4) 6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 4(b)(v). (over) SEC 1474 (3-99)

Palmer, James F. - November 7, 2002

Form 4 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code | V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Deferred Compensation Units	$0.000	11/07/2002	A |	(A) 61.1800 (1)	Common - 0.0000	$33.005	I	Deferred Compensation Stock Program
Deferred Compensation Units	$0.000	11/07/2002	A |	(A) 15.2900 (2)	Common - 0.0000	45,283.7800	I	Deferred Compensation Stock Program

Explanation of Responses :

** 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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. By: s/ James C. Johnson, POA ________ 11-10-2002 ** Signature of Reporting Person Date Power of Attorney Page 2 SEC 1474 (3-99)

Palmer, James F. - November 7, 2002

Form 4 (continued)

FOOTNOTE Descriptions for The Boeing Company BA Form 4 - November 7, 2002 James F. Palmer The Boeing Company 100 N. Riverside Plaza, M/C 5003-1001 Chicago, IL 60606 Explanation of responses: (1) Phantom stock units acquired under the company's Deferred Compensation Plan through salary deferral. (2) Salary match shares of phantom stock allocated to the reporting person's account under the Company's Deferred Compensation Plan.

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