Boomerang is a balloon-borne telescope designed for long duration (LDB) flights around Antarctica. The second LDB flight of Boomerang took place in January 2003. The primary goal of this flight was to measure the polarization of the CMB. The receiver uses polarization sensitive bolometers at 145 GHz. Polarizing grids provide polarization sensitivity at 245 and 345 GHz. We describe the Boomerang telescope noting changes made for 2003 LDB flight, and discuss some of the issues involved in the measurement of polarization with bolometers. Lastly, we report on the 2003 flight and provide an estimate of the expected results. © 2003 Elsevier B.V. All rights reserved.