Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 33 DATED
DECEMBER 2, 1998 TO PROSPECTUS
DATED JULY 31, 1998 AND PROSPECTUS
SUPPLEMENT DATED JULY 31, 1998
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 July 31, 1998, as amended and supplemented by the Prospectus
Supplement dated July 31, 1998 (the "Prospectus").
Aggregate Principal Amount:$10,000,000
Original Issue Date
(Settlement Date): December 7, 1998
Stated Maturity Date: November 30, 1999
Interest Rate: 5.35%
Interest Payment Dates: March 15 and September 15, commencing March 15, 1999
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: 09700WBT9
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $10,000,000 aggregate principal
amount of Notes that are being purchased, as principal, by Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") for resale to investors at
varying prices related to prevailing market prices and conditions at the time or
times of resale as determined by Merrill Lynch. Net proceeds payable by Merrill
Lynch to Boeing Capital Corporation (the "Company") will be 99.875% of the
aggregate principal amount of the Notes, or $9,987,500 before deduction of
expenses payable by the Company. In connection with the sale of the Notes,
Merrill Lynch may be deemed to have received compensation from the Company in
the form of underwriting discounts in the amount of .125% or $12,500.
