SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0362
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hours per response: 1.0
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
MCDONNELL JOHN F
(Last) (First) (Middle)
1034 SOUTH BRENTWOOD BLVD.
SUITE 1860
(Street)
ST. LOUIS MO 631171229
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common 06/17/2003 G 1,487 D $0 383,716 D
Common 08/08/2003 G 8,380 D $0 375,336 D
Common 08/08/2003 G 26,080 D $0 349,256 D
Common 08/08/2003 G 4,251 D $0 345,005(1) D
Common 168,655.83 I Boeing 401(k) Plan
Common 171,638 I Family Trust 01
Common 119,558 I Family Trust 02
Common 111,189 I Family Trust 03
Common 227,159 I Family Trust 04
Common 234,795 I Family Trust 05
Common 111,189 I Family Trust 06
Common 227,159 I Family Trust 07
Common 234,795 I Family Trust 08
Common 111,189 I Family Trust 09
Common 227,159 I Family Trust 10
Common 111,189 I Family Trust 11
Common 220,825 I Family Trust 12
Common 227,159 I Family Trust 13
Common 111,189 I Family Trust 14
Common 220,825 I Family Trust 15
Common 227,159 I Family Trust 16
Common 21,700 I Family Trust 22
Common 473,368 I Family Trust 25
Common 230,806 I Family Trust 26
Common 244,332 I Family Trust 27
Common 563,000 I Family Trust 28
Common 1,500,000 I Family Trust 29
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Since the reporting person's last report, 1,808,183 shares previously owned indirectly through three separate grantor retained annuity trust (Family Trust 24, Family Trust 27 and Family Trust 28) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person. Additionally, 1,500,000 shares previously owned directly have been contributed to a grantor retained annuity trust (Family Trust 29) of which the reporting person is sole trustee and income beneficiary.
Remarks:
By: /s/ Laura L. Chapman as Attorney in Fact 01/20/2004
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.