BOEING CO — Director's Dealing 2004

Feb 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CARSON SCOTT E (SrVP, Pres Connexion by Boeing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common	M	5400	$23.625	Acquired	20110	Direct
2004-02-04	Common	S	4100	$43.750	Disposed	16010	Direct
2004-02-04	Common	S	1300	$43.760	Disposed	14710	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-04	Stock Option (Right to Buy) 93-05Q	$23.625	M	5400	Disposed	2004-02-29	Common (5400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8593	Indirect
Common	7892	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.