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BOEING CO Director's Dealing 2004

Jun 29, 2004

14815_dirs_2004-06-29_8efc6669-4b98-4add-ab97-6f76ce113cd4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-06-27

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-06-27 Common M 7375.71 Acquired 89411.71 Direct
2004-06-27 Common F 1951.71 $48.83 Disposed 87460.00 Direct
2004-06-27 Common M 7375.71 Disposed 80084.29 Direct
2004-06-27 Common D 7375.71 $48.83 Disposed 72708.58 Direct
2004-06-27 Common M 7325.67 Acquired 80034.25 Direct
2004-06-27 Common M 7325.67 Acquired 87359.92 Direct
2004-06-27 Common F 2039.67 $51.30 Disposed 85320.25 Direct
2004-06-27 Common D 7325.67 $51.30 Disposed 77994.58 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-06-27 2003 Performance Shares $0.00 M 7375.71 Disposed 2008-02-23 Common (7375.71) Direct
2004-06-27 2003 Performance Shares $0.00 M 7375.71 Disposed 2008-02-23 Common (7375.71) Direct
2004-06-27 2003 Performance Shares $0.00 M 7325.67 Disposed 2008-02-23 Common (7325.67) Direct
2004-06-27 2003 Performance Shares $0.00 M 7325.67 Disposed 2008-02-23 Common (7325.67) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 100.00 Indirect
Common 22614.83 Indirect

Footnotes

F1: Performance shares earned on 6/16/04 having FMV of $48.83 but paid out effective 6/27/04 pursuant to approval by Compensation Committee.

F2: Performance shares earned on 6/16/04 having FMV of $48.83 but paid out effective 6/27/04 pursuant to approval by Compensation Committee.

F3: Performance shares earned on 6/25/04 having FMV of $51.30 but paid out effective 6/27/04 pursuant to approval by Compensation Committee.

F4: Performance shares earned on 6/25/04 having FMV of $51.30 but paid out effective 6/27/04 pursuant to approval by Compensation Committee.

F5: 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.