BOEING CO — Director's Dealing 2003

May 13, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-05-09

Reporting Person: GRAY PAUL E (Director)

Footnotes

F1: The exercise price is the average of the fair market value for the fifth through ninth business days follwoign the date of grant.

F2: Stock Option is exercisable on the date of the annual meeting per the following schedule: 40% exercisable one year after grant, and additional 30% exercisable three years after grant and the final 30% exercisable five years after grant.

F3: Converts on a one-for-one basis.