BOEING CO — Director's Dealing 2003

Nov 5, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-11-04

Reporting Person: MULALLY ALAN R (Exec VP, Pres & CEO BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-04	Common	M	10534	$23.625	Acquired	105797.000	Direct
2003-11-04	Common	S	6708	$39.030	Disposed	99089.000	Direct
2003-11-04	Common	F	2323	$38.895	Disposed	96766.000	Direct
2003-11-04	Common	S	20000	$38.830	Disposed	76766.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-04	Option (Right to Buy) 93-05 & 93-06	$23.625	M	10534	Disposed	2004-02-29	Common (10534.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	100.000	Indirect
Common	17592.560	Indirect

Footnotes

F1: Shares delivered in payment of option exercise

F2: Includes adjustments for dividends accrued

F3: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.