SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MCGEE HARRY S III

(Last)

(First)

(Middle)

100 N. RIVERSIDE PLAZA

M/C 5003-1001

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2004

3. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	860	D
Common	1,746.61	I	Boeing 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1999 Performance Shares	⁽¹⁾	02/22/2004	Common	161.23	$0.000	D
2000 Performance Shares	⁽²⁾	02/28/2005	Common	661	$0.000	D
2001 Performance Shares	⁽³⁾	02/26/2006	Common	2,817.43	$0.000	D
2002 Performance Shares	⁽⁴⁾	02/25/2007	Common	2,725.25	$0.000	D
2003 Performance Shares	⁽⁵⁾	02/23/2008	Common	7,255.09	$0.000	D
Boeing Stock Units⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common	1,055.9	$0.000	D
Stock Option (Right to Buy)	⁽⁷⁾	04/13/2008	Common	500	$53.718	D
Stock Option (Right to Buy) 93-18 & 93-19	⁽⁷⁾	01/13/2007	Common	1,516	$53.031	D
Stock Option (Right to Buy) 93-20 & 93-21	⁽⁷⁾	02/24/2007	Common	700	$53.219	D

Explanation of Responses:

1. 1999 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: 25% at $58.38, 40% at $61.08, 55% at $63.88, 75% at $66.79, 100% at $69.80 and 125% at $72.91.

2. 2000 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: 25% at $59.59, 40% at $62.35, 55% at $65.21, 75% at $68.17, 100% at $71.24 and 125% at $74.42.

3. 2001 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: 25% at $101.08, 40% at $105.75, 55% at $110.60, 75% at $115.63, 100% at $120.84 and 125% at $126.23.

4. 2002 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: 25% at $72.38, 40% at $75.73, 55% at $79.20, 75% at $82.80, 100% at $86.53 and 125% at $90.39.

5. 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.

6. Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.

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

	By: /s/ Laura L. Chapman as Attorney in Fact	01/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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