BOEING CO — Director's Dealing 2004

Feb 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-02-17

Reporting Person: BAIN DOUGLAS G (Sr. V.P. General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-17	Common	M	600	$23.625	Acquired	9889.88	Direct
2004-02-17	Common	F	319	$44.415	Disposed	9570.88	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-17	Stock Option (Right to Buy) 93-05Q	$23.625	M	600	Disposed	2004-02-29	Common (600.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9000.37	Indirect

Footnotes

F1: Includes adjustments for dividends accrued

F2: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.