BOEING CO — Director's Dealing 2004

Jun 28, 2004

SEC Form 4/A — Form 4/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-03-05

Reporting Person: SOODIK BONNIE W (Sr. V.P., Internal Governance)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-05	Boeing Stock Units	$0.00	A	2057.95	Acquired		Common (2057.95)	Direct
2004-03-05	Deferred Compensation Units	$0.00	A	308.69	Acquired		Common (308.69)	Indirect
2004-03-05	Deferred Compensation Units	$0.00	A	77.17	Acquired		Common (77.17)	Indirect

Footnotes

F1: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.

F2: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F3: Incentive Compensation Award deferred to the Deferred Compensation Plan

F4: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F5: Employer match to ICP deferral under Deferred Compensation Plan.