BOEING CO — Director's Dealing 2003

Jan 15, 2003

4 1 soo374.htm FORM 4 - BONNIE SOODNIK SEC Form 4

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Soodik, Bonnie W. (Last) (First) (Middle) The Boeing Company 100 N. Riverside Plaza, M/C 5003-1001 (Street) Chicago, IL 60606 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol The Boeing Company BA 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) January 3, 2003 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Officer/Other Description Sr. Vice President, President Shared Services Group 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code | V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price	5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	12/31/2002 (1)	F |	148.00 | D | $32.99	13,993.00	D
Common				1,278.58	I	Boeing 401(k) Plan
Common				110.68	I	By PAYSOP
Common				4,251.09	I	Career Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). (over) SEC 1474 (3-99)

Soodik, Bonnie W. - January 3, 2003

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3) 2. Conver- sion or Exercise Price of Deri- vative Security 3. Transaction Date (Month/ Day/ Year) 4. Transaction Code and Voluntary (V) Code (Instr.8) Code | V 5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5) 6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) | (ED) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr.5) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4) 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership (Instr.4)

< Explanation of Responses : Statement attached

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. By: James C. Johnson 01-15-2003 ** Signature of Reporting Person Date Power of Attorney Page 2 SEC 1474 (3-99)

Soodik, Bonnie W. - January 3, 2003

Form 4 (continued)

FOOTNOTE Descriptions for The Boeing Company BA Form 4 - January 3, 2003 Bonnie W. Soodik The Boeing Company 100 N. Riverside Plaza, M/C 5003-1001 Chicago, IL 60606 Explanation of responses: (1) The reporting person was notified on 1/3/03 of the vesting event and shares withheld for payment of taxes. 1/3/03 is the deemed effective date.

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