BOEING CO — Director's Dealing 2004

Sep 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-09-08

Reporting Person: ALBAUGH JAMES F (Exec VP, Pres & CEO IDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-08	Common	M	13606.46	—	Acquired	105583.82	Direct
2004-09-08	Common	D	13606.46	$54.050	Disposed	91977.36	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-08	2003 Performance Shares	$0.000	M	13606.46	Disposed	2008-02-23	Common (13606.46)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1673.16	Indirect
Common	18218.81	Indirect

Footnotes

F1: 2003 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11.