Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 1 DATED
NOVEMBER 21, 1997 TO PROSPECTUS
DATED OCTOBER 31, 1997 AND PROSPECTUS
SUPPLEMENT DATED OCTOBER 31, 1997
BOEING CAPITAL CORPORATION
Series X Medium-Term Notes
Due Nine Months or More From Date of Issue
Except as set forth herein, the Series X Medium-Term Notes offered
hereby (the "Notes") have such terms as are described in the accompanying
Prospectus dated October 31, 1997, as amended and supplemented by the Prospectus
Supplement dated October 31, 1997 (the "Prospectus").
Aggregate Principal Amount: $20,000,000
Issue Price: 100% of Principal Amount
Original Issue Date
(Settlement Date): November 26, 1997
Stated Maturity Date: October 26, 1999
Interest Rate: 6.07%
Interest Payment Dates: March 15 and September 15
commencing March 15, 1998
Type of Notes Issued: [X] Senior Notes [X] Fixed Rate Notes
[ ] Subordinated Notes [ ] Floating Rate Notes
Optional Redemption: [ ] Yes
[X] No
Form of Notes Issued: [X] Book-Entry Notes,
[ ] Certificated Notes
CUSIP Number: 09700WAE3
PURCHASE AS AGENT
This Pricing Supplement relates to $20,000,000 aggregate principal
amount of Notes that are being sold through Morgan Stanley & Co. Incorporated
("Morgan") as Agent. Net proceeds payable by Morgan to Boeing Capital
Corporation (the "Company") will be 99.929% of the aggregate principal amount of
the Notes, or $19,985,800 before deduction of expenses payable by the Company.
In connection with the sale of the Notes, Morgan will be paid a commission by
the Company in the amount of .071% or $14,200.
