BOEING CO — Director's Dealing 2004

Jan 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-01-21

Reporting Person: BELL JAMES A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-21	Common	M	2393.27	—	Acquired	5332.27	Direct
2004-01-21	Common	F	811.27	$43.600	Disposed	4521.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	2003 Performance Shares	$0.000	M	2393.27	Disposed	2008-02-23	Common (2393.27)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2018.11	Indirect
Common	5612.80	Indirect

Footnotes

F1: 2003 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11.