BOEING CO — Director's Dealing 2004

Nov 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-01	Common	M	12066	$23.25	Acquired	75492.58	Direct
2004-11-01	Common	S	866	$49.79	Disposed	74626.58	Direct
2004-11-01	Common	S	1300	$49.80	Disposed	73326.58	Direct
2004-11-01	Common	S	2800	$49.81	Disposed	70526.58	Direct
2004-11-01	Common	S	5900	$49.83	Disposed	64626.58	Direct
2004-11-01	Common	S	1200	$49.84	Disposed	63426.58	Direct
2004-11-01	Common	M	5262	$23.25	Acquired	68688.58	Direct
2004-11-01	Common	F	2446	$50.01	Disposed	66242.58	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-01	Stock Option (Right to Buy) 93-11 & 93-12	$23.25	M	12066	Disposed	2005-02-27	Common (12066.00)	Direct
2004-11-01	Stock Option (Right to Buy) 93-11 & 93-12	$23.25	M	5262	Disposed	2005-02-27	Common (5262.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	100.00	Indirect
Common	22700.00	Indirect

Footnotes

F1: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.