BOEING CO — Director's Dealing 2004

Jan 21, 2004

SEC Form 4/A — Form 4/A

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-03-10

Reporting Person: RIDGWAY ROZANNE L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-03-10	Common	M	1440	$19.360	Acquired	5600.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-03-10	Stock Option (Right to Buy) NED-0002	$19.360	M	1440	Disposed	2003-04-28	Common (1440.00)	Direct

Footnotes

F1: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.