BOEING CO — Director's Dealing 2004

Mar 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-03-09

Reporting Person: MCGEE HARRY S III (Corporate Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-09	Boeing Stock Units	$0.000	M	306.06	Disposed		Common (306.06)	Direct

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.