BOEING CO — Director's Dealing 2004

Feb 11, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-12-31

Reporting Person: CONDIT PHILIP M (Former Director and Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-22	Common	G	6325	—	Disposed	110731.00	Direct
2003-10-28	Common	G	280	—	Disposed	110451.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	35372.51	Indirect

Footnotes

F1: Includes adjustments for dividends accrued