BOEING CO — Director's Dealing 2003

May 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-05-22

Reporting Person: PALMER JAMES F (Sr. VP, Pres. BCC)

Footnotes

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

F2: Phantom stock units allocated to Deferred Compensation Plan account pursuant to employer match. Salary match units are forfeited in the event the reporting person leaves for any reason other than retirement, disability, layoff or death.