BOEING CO — Director's Dealing 2004

Feb 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-02-06

Reporting Person: KOELLNER LAURETTE T (Exec VP, Chief P&A Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-06	Common	S	5291	$45.00	Disposed	10577.73	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2938.70	Indirect
Common	8278.95	Indirect
Common	41.00	Indirect
Common	86.19	Indirect

Footnotes

F1: Includes adjustments for dividends accrued