BOEING CO — Director's Dealing 2004

Feb 9, 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: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-06-17	Common	G	1487	—	Disposed	383716.00	Direct
2003-08-08	Common	G	8380	—	Disposed	375336.00	Direct
2003-08-08	Common	G	26080	—	Disposed	349256.00	Direct
2003-08-08	Common	G	4251	—	Disposed	345005.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	168655.83	Indirect
Common	171638.00	Indirect
Common	119558.00	Indirect
Common	111189.00	Indirect
Common	227159.00	Indirect
Common	234795.00	Indirect
Common	111189.00	Indirect
Common	227159.00	Indirect
Common	234795.00	Indirect
Common	111189.00	Indirect
Common	227159.00	Indirect
Common	111189.00	Indirect
Common	220825.00	Indirect
Common	227159.00	Indirect
Common	111189.00	Indirect
Common	220825.00	Indirect
Common	227159.00	Indirect
Common	21700.00	Indirect
Common	473368.00	Indirect
Common	230806.00	Indirect
Common	244332.00	Indirect
Common	563000.00	Indirect
Common	1500000.00	Indirect

Footnotes

F1: Since the reporting person's last report, 1,808,183 shares previously owned indirectly through three separate grantor retained annuity trust (Family Trust 24, Family Trust 27 and Family Trust 28) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person. Additionally, 1,500,000 shares previously owned directly have been contributed to a grantor retained annuity trust (Family Trust 29) of which the reporting person is sole trustee and income beneficiary.