4

SEC Form 4

FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person^* Soodik, Bonnie     W. (Last)                      (First)                      (Middle) 100 N. Riverside Plaza M/C 5003-1001 (Street) Chicago, IL     60606 (City)                      (State)                      (Zip)
2. Issuer Name and Ticker
    or Trading Symbol
The Boeing Company   BA 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary) 4. Statement for
    (Month/Year)
    April 24, 2003
5. If Amendment,
    Date of Original
    (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
                        Director                           10% Owner            X          Officer                             Other
Officer/Other Description           Sr. Vice President, President Shared Services Group 7. Individual or Joint/Group
    Filing (Check Applicable Line)
X   Individual Filing       Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
    (Instr. 3)
2. Transaction Date
    (Month/Day/Year) 3. Transaction
    Code
    and
    Voluntary
    Code
    (Instr. 8)

Code  |  V     4. Securities Acquired (A) or Disposed (D) Of
    (Instr. 3, 4, and 5)



        Amount      |         A/D         |         Price           5. Amount of
    Securities
    Beneficially
    Owned at
    End ofMonth

    (Instr. 3 and 4) 6. Owner-
    ship
    Form:
    Direct(D)
    or
    Indirect (I)

    (Instr. 4) 7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

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).

(over)
SEC 1474 (3-99)

Soodik, Bonnie W. - April 24, 2003

Form 4 (continued)

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. Conver-     sion or     Exercise     Price of     Deri-     vative     Security	3. Transaction     Date     (Month/     Day/     Year)	4. Transaction     Code     and     Voluntary (V)     Code     (Instr.8) Code | V	5. Number of Derivative     Securities Acquired (A)     or Disposed (D) Of     (Instr. 3,4 and 5)	6. Date Exercisable(DE) and     Expiration Date(ED)     (Month/Day/Year)   (DE)     |     (ED)	7. Title and Amount of     Underlying Securities     (Instr. 3 and 4)	8. Price     of     Derivative     Security     (Instr.5)	9. Number of     Derivative     Securities     Beneficially     Owned     at End of     Month     (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of       Indirect       Beneficial       Ownership       (Instr.4)
Deferred Compensation Units	$0.00	04/24/2003	A |	(A) 18.31 (1)		Common - 0.00	$27.98		I	Deferred Compensation Stock Program
Deferred Compensation Units	$0.00	04/24/2003	A |	(A) 4.58 (2)		Common - 0.00		8,914.31	I	Deferred Compensation Stock Program

Explanation of Responses :

** 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.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number. /s/ Meghan L. Gillette, POA                             04/28/2003
** Signature of Reporting Person                         Date
Bonnie W. Soodik


Page 2
SEC 1474 (3-99)

Soodik, Bonnie W. - April 24, 2003

Form 4 (continued)

FOOTNOTE Descriptions for The Boeing Company BA

Form 4 - April 24, 2003

Bonnie W. Soodik
100 N. Riverside Plaza
M/C 5003-1001
Chicago, IL 60606

Explanation of responses:

(1)   Phantom stock units acquired under the company's Deferred Compensation Plan through salary deferral.
(2)   Salary match shares of phantom stock allocated to the reporting person's account under the Company's Deferred Compensation Plan.

Page 3

EX-24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of James C. Johnson, Douglas G. Bain and Meghan L. Gillette, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of The Boeing Company (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of April, 2003.

/s/ Bonnie W. Soodik
Print Name: Bonnie W. Soodik

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