BOEING CO — Director's Dealing 2003

Nov 26, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-11-24

Reporting Person: SEARS MICHAEL M (Former Exec VP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-24	Common	D	37794.55	—	Disposed	80345.07	Direct
2003-11-24	Common	D	15908.54	—	Disposed	0.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-24	Boeing Stock Units	$0.00	D	22339.98	Disposed		Common (22339.98)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8243.71	Indirect
Common	135.03	Indirect

Footnotes

F1: Reflects cancellation of restricted stock units upon termination of employment.

F2: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.