BOEING CO — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-01-02

Reporting Person: STONECIPHER HARRY C (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-02	Deferred Compensation Units	$0.000	D	30524.04	Disposed		Common (30524.04)	Indirect

Footnotes

F1: Distribution in cash of deferred bonus, salary, Boeing Stock Units and Performance Shares held in Deferred Compensation Plan stock account pursuant to retirement of reporting person.

F2: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.