SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

World Airways, Inc.
________________________________________________________________________________

(Name of Issuer)

Common Stock (par value $0.001 per share)
________________________________________________________________________________

(Title of Class of Securities)

98142H105
_________________________________________

(CUSIP Number)

March 29, 2000
_________________________________________

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 98142H105 13G Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Boeing Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ](b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 1,000,000
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 0
EACH REPORTING		7	SOLE DISPOSITIVE POWER 1,000,000
PERSON WITH		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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CUSIP No. 98142H105 13G Page 3 of 5 Pages

Item 1.

(a) Name of Issuer

World Airways, Inc.

(b) Address of Issuer's Principal Executive Offices

The HLH Building
101 World Drive
Peachtree City, Georgia 30269

Item 2.

(a) Name of Person Filing

The Boeing Company

(b) Address of Principal Business Office or, if none, Residence

100 N. Riverside
Chicago, Illinois 60606

(c) Citizenship

Delaware

(d) Title of Class of Securities

Common Stock, par value $0.001 per share

(e) CUSIP Number

98142H105

Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: 1,000,000

(b) Percent of class: 6.3% (based on 15,931,905 shares outstanding as of November 1, 2004)

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 1,000,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,000,000
(iv) Shared power to dispose or to direct the disposition of: 0

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CUSIP No. 98142H105 13G Page 4 of 5 Pages

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 98142H105 13G Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 4, 2005

(DATE)

By: /s/ James C. Johnson

(SIGNATURE)

Vice President, Corporate Secretary and Assistant General Counsel

(TITLE)

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)