8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 3, 2004

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Commission file number 1-442

Delaware	91-0425694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 N. Riverside, Chicago, IL	60606-1596
(Address of principal executive offices)	(Zip Code)

(312) 544-2000

(Registrant’s telephone number, including area code)

Item 5. Other Events

On May 3, 2004, The Boeing Company issued a press release announcing an increase in its quarterly dividend, the resumption of its authorized share repurchase program and that it is considering a near-term contribution to its pension plan. The text of that press release is filed as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits

99.1 Press release issued May 3, 2004.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE BOEING COMPANY

(Registrant)

/s/    James C. Johnson

James C. Johnson

Senior Vice President Corporate Secretary and Assistant General Counsel

Date: May 4, 2004

3

EX-99.1

Exhibit 99.1

News Release

Boeing World Headquarters

100 N. Riverside

Chicago, IL 60606-1596

www.boeing.com

Boeing Increases Quarterly Dividend; Resumes Share Repurchase Program

CHICAGO, May 3, 2004—The Boeing Company [NYSE: BA] announced today that the company’s Board of Directors approved a quarterly dividend increase of more than 17.5 percent and said the company will resume its authorized share repurchase program. Additionally, the company reconfirmed that it is considering a near-term contribution of up to an additional $1 billion to its pension plan.

The dividend increase of 3 cents per share lifts the company’s quarterly dividend to 20 cents per share, from its current level of 17 cents per share. The increased dividend is payable June 11, 2004, to shareholders of record at the close of business on May 21, 2004.

The share repurchase program was authorized by the company’s Board of Directors on December 11, 2000. Boeing halted the program after September 11, 2001. Of the 85 million authorized shares, 44 million remain available for repurchase.

The number of shares to be repurchased and the timing of such purchases will be based on the level of cash balances, general business conditions and other factors, including alternative investment activities.