BOEING CO — Director's Dealing 2003

Aug 4, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-07-31

Reporting Person: SWAIN DAVID O (Exec.VP and CTO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-31	Deferred Compensation Units	$0.000	A	188.75	Acquired	1988-08-08	Common (188.75)	Indirect
2003-07-31	Deferred Compensation Units	$0.000	A	47.19	Acquired	1988-08-08	Common (47.19)	Indirect

Footnotes

F1: Phantom stock units acquired under the company's Deferred Compensation Plan through salary deferral.

F2: Salary match shares of phantom stock allocated to the reporting person's account under the Company's Deferred Compensation Plan.

F3: Phantom stock units acquired by reporting person pursuant to salary deferral. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Employer match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.