FORM 5 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MCDONNELL JOHN F 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) (Last) (First) (Middle) 1034 SOUTH BRENTWOOD BLVD., SUITE 1860 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004 (Street) ST. LOUIS, MO 631171229 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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 05/11/2004   G 25,560 D $ 0 362,399 D   Common 11/04/2004   G 8,355 D $ 0 354,044 D   Common 11/04/2004   G 7,252 D $ 0 346,792 (1) D   Common 05/19/2004   G(2) 357,693 A $ 0 357,693 I Family Trust 23 Common             170,727 I Boeing 401(k) Plan Common             171,638 I Family Trust 01 Common             29,890 I Family Trust 02 Common             27,798 I Family Trust 03 Common             56,790 I Family Trust 04 Common             58,699 I Family Trust 05 Common             27,798 I Family Trust 06 Common             56,790 I Family Trust 07 Common             58,699 I Family Trust 08 Common             27,798 I Family Trust 09 Common             56,790 I Family Trust 10 Common             27,798 I Family Trust 11 Common             55,207 I Family Trust 12 Common             56,790 I Family Trust 13 Common             27,798 I Family Trust 14 Common             55,207 I Family Trust 15 Common             56,790 I Family Trust 16 Common             21,700 I Family Trust 22 Common             230,806 I Family Trust 26 Common             244,332 I Family Trust 27 Common             434,031 I Family Trust 28 Common             1,059,383 I Family Trust 29 Common             1,000,000 I Family Trust 30

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCDONNELL JOHN F 1034 SOUTH BRENTWOOD BLVD. SUITE 1860 ST. LOUIS, MO 631171229	  X	Â	Â	Â

Signatures

/s/ McDonnell, John F.		01/14/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Since the reporting person's last report, 1,042,954 shares previously owned indirectly through three separate grantor retained annuity trust (Family Trust 25, Family Trust 28 and Family Trust 29) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person. Additionally, 1,000,000 shares previously owned directly have been contributed to a grantor retained annuity trust (Family Trust 30) of which the reporting person is sole trustee and income beneficiary.
(2)	Effective May 19, 2004, Anne McDonnell became a Trustee of the Family Trust #23 requiring this entity to be incorporated in the reporting persons transactions reports on Forms 4 or Form 5.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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