Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 2 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: $5,000,000
Issue Price: 100% of Principal Amount
Original Issue Date
(Settlement Date): November 26, 1997
Stated Maturity Date: April 26, 2000
Interest Rate: 6.25%
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: 09700WAA1
PURCHASE AS AGENT
This Pricing Supplement relates to $5,000,000 aggregate principal amount
of Notes that are being sold through PaineWebber Incorporated ("PWI") as Agent.
Net proceeds payable by PWI to Boeing Capital Corporation (the "Company") will
be 99.908% of the aggregate principal amount of the Notes, or $4,995,400 before
deduction of expenses payable by the Company. In connection with the sale of the
Notes, PWI will be paid a commission by the Company in the amount of .092% or
$4,600.
