BOEING CO — Director's Dealing 2004

Dec 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-12-03

Reporting Person: BAIN DOUGLAS G (Sr. V.P. General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-03	Common	M	3100	$23.25	Acquired	12670.88	Direct
2004-12-03	Common	F	1320	$54.60	Disposed	11350.88	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-03	Stock Option (Right to Buy) 93-11Q	$23.250	M	3100	Disposed	2005-02-27	Common (3100.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12138.05	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

F2: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.