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^*

JAMIESON JAMES M

(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)
12/01/2003

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)
	Sr. VP, Chief Tech. Officer

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	0	D
Common	7,482.24	I	Career Shares

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	3,726.13	$0.00	D
2000 Performance Shares	⁽²⁾	02/28/2005	Common	7,720.66	$0.00	D
2001 Performance Shares	⁽³⁾	02/26/2006	Common	21,131.75	$0.00	D
2002 Performance Shares	⁽⁴⁾	02/25/2007	Common	20,963.87	$0.00	D
2003 Performance Shares	⁽⁵⁾	02/23/2008	Common	28,336.96	$0.00	D
Boeing Stock Units	⁽⁶⁾	⁽⁶⁾	Common	10,843.2	$0.00	D
Deferred Compensation Units	⁽⁷⁾	⁽⁷⁾	Common	49,221.37	$0.00⁽⁸⁾	I	Deferred Compensation Stock Program
Option (Right to Buy) 93-13 & 93-14	⁽⁹⁾	02/26/2006	Common	1,772	$41	D
Option (Right to Buy) 93-20 & 93-21	⁽⁹⁾	02/24/2007	Common	2,524	$53.22	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. Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

8. Phantom stock units are convertible into common stock on a 1-for-1 basis.

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

Remarks:

	By: /s/ Laura L. Chapman as Attorney-in-Fact	12/10/2003
	** 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).
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