BOEING CO — Director's Dealing 2004

Feb 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-02-04

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common	J	89668	—	Disposed	29890	Indirect
2004-02-04	Common	J	83391	—	Disposed	27798	Indirect
2004-02-04	Common	J	170369	—	Disposed	56790	Indirect
2004-02-04	Common	J	176096	—	Disposed	58699	Indirect
2004-02-04	Common	J	83391	—	Disposed	27798	Indirect
2004-02-04	Common	J	170369	—	Disposed	56790	Indirect
2004-02-04	Common	J	176096	—	Disposed	58699	Indirect
2004-02-04	Common	J	83391	—	Disposed	27798	Indirect
2004-02-04	Common	J	170369	—	Disposed	56790	Indirect
2004-02-04	Common	J	83391	—	Disposed	27798	Indirect
2004-02-04	Common	J	165618	—	Disposed	55207	Indirect
2004-02-04	Common	J	170369	—	Disposed	56790	Indirect
2004-02-04	Common	J	83391	—	Disposed	27798	Indirect
2004-02-04	Common	J	165618	—	Disposed	55207	Indirect
2004-02-04	Common	J	170369	—	Disposed	56790	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	818373	Direct
Common	168656	Indirect
Common	171638	Indirect
Common	21700	Indirect
Common	230806	Indirect
Common	244332	Indirect
Common	563000	Indirect
Common	1500000	Indirect

Footnotes

F1: The reporting person contributed Boeing common stock to an LLC of which the reporting person is not a manager in exchange for LLC units. The Boeing common stock was valued at $43.56 per share for the purpose of determining the number of LLC units received by the reporting person.

F2: By Spouse as Trustee for Family Trust #2

F3: By Self as Trustee for Family Trust #3

F4: By Spouse as Trustee for Family Trust #4

F5: By Spouse as Trustee for Family Trust #5

F6: By Self as Trustee for Family Trust #6

F7: By spouse as Trustee for Family Trust #7

F8: By Spouse as Trustee for Family Trust #8

F9: By Self as Trustee for Family Trust #9

F10: By Spouse as Trustee for Family Trust #10

F11: By Self as Trustee for Family Trust #11

F12: By spouse as Trustee for Family Trust #12

F13: By Spouse as Trustee for Family Trust #13

F14: By Self as Trustee for Family Trust #14

F15: By spouse as Trustee for Family Trust #15

F16: By Spouse as Trustee for Family Trust #16

F17: On January 30, 2004, Family Trust #25 terminated and distributed 473,368 shares to the direct holdings of the reporting person.