BOEING CO — Director's Dealing 2004

May 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-05-14

Reporting Person: RIDGWAY ROZANNE L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-14	Stock Option (Right to Buy)	$43.118	A	2400	Acquired	2014-05-14	Common (2400.000)	Direct

Footnotes

F1: Stock Option is exercisable on the date of the annual meeting per the following schedule: 40% exercisable one year after grant, an additional 30% exercisable three years after grant and the final 30% exercisable five years after grant.