BOEING CO — Director's Dealing 2005

Jan 14, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-12-31

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-11	Common	G	25560	—	Disposed	362399	Direct
2004-11-04	Common	G	8355	—	Disposed	354044	Direct
2004-11-04	Common	G	7252	—	Disposed	346792	Direct
2004-05-19	Common	G	357693	—	Acquired	357693	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	170727	Indirect
Common	171638	Indirect
Common	29890	Indirect
Common	27798	Indirect
Common	56790	Indirect
Common	58699	Indirect
Common	27798	Indirect
Common	56790	Indirect
Common	58699	Indirect
Common	27798	Indirect
Common	56790	Indirect
Common	27798	Indirect
Common	55207	Indirect
Common	56790	Indirect
Common	27798	Indirect
Common	55207	Indirect
Common	56790	Indirect
Common	21700	Indirect
Common	230806	Indirect
Common	244332	Indirect
Common	434031	Indirect
Common	1059383	Indirect
Common	1000000	Indirect

Footnotes

F1: Since the reporting person's last report, 1,042,954 shares previously owned indirectly through three separate grantor retained annuity trust (Family Trust 25, Family Trust 28 and Family Trust 29) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person. Additionally, 1,000,000 shares previously owned directly have been contributed to a grantor retained annuity trust (Family Trust 30) of which the reporting person is sole trustee and income beneficiary.

F2: Effective May 19, 2004, Anne McDonnell became a Trustee of the Family Trust #23 requiring this entity to be incorporated in the reporting persons transactions reports on Forms 4 or Form 5.