BOEING CO — Director's Dealing 2004

Oct 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-10-01

Reporting Person: BRYSON JOHN E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-01	Phantom Stock Units	$0.000	A	481.19	Acquired		Common (481.19)	Direct
2004-10-01	Phantom Stock Units	$0.000	A	120.3	Acquired		Common (120.30)	Direct

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Phantom Stock Units acquired in lieu of Director Compensation

F3: Phantom stock units accrued under The Boeing Company's Deferred Compensation Plan for Directors are to be settled in The Boeing Company common stock upon the reporting person's termination of services as a director.

F4: Company match to Phantom Stock Units