BOEING CO — Director's Dealing 2004

Feb 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-02-23

Reporting Person: CARSON SCOTT E (SrVP, Pres Connexion by Boeing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-23	Common	A	2213	—	Acquired	10105	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	2004 Performance Shares	$0.000	A	49790	Acquired	2009-02-23	Common (49790)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	14710	Direct
Common	8593	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

F2: 2004 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 $60.94, 30% at $65.30, 45% at $69.65, 60% at $74.00, 75% at $78.35, 90% at $82.71, 100% at $87.06, 110% at $91.41, 120% at $95.77, and 125% at $97.94.