Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 3 DATED
MARCH 24, 1998 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: $40,000,000
Original Issue Date
(Settlement Date): March 27, 1998
Stated Maturity Date: March 27, 2002
Issue Price: 100% of Principal Amount
Base Rate: LIBOR
Index Currency: U.S. Dollars
Designated LIBOR Page: LIBOR Telerate Page 3750
Spread: 10 basis points
Initial Interest Rate: Base Rate plus Spread, as determined
on March 25, 1998
Index Maturity: Three months
Interest Payment Dates: Commencing June 27, 1998 and thereafter on the
27th calendar day of each March, June, September
and December up to and including the Maturity Date
Interest Reset Period: Quarterly
Calculation Agent: Bankers Trust Company
Interest Reset Dates: The 27th calendar day of each March, June,
September and December
Interest Determination Dates: The second London Business Day preceeding each
Interest Reset Date
Type of Notes Issued: [X] Senior Notes [ ] Fixed Rate Notes
[ ] Subordinated Notes [X] Floating Rate Notes
Optional Redemption: [ ] Yes
[X] No
Form of Notes Issued: [X] Book-Entry Notes
[ ] Certificated Notes
CUSIP Number: 09700WAN3
PURCHASE AS AGENT
This Pricing Supplement relates to $40,000,000 aggregate principal
amount of Notes that are being sold through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") as Agent. Net proceeds payable by Merrill
Lynch to Boeing Capital Corporation (the "Company") will be 99.8205% of the
aggregate principal amount of the Notes, or $39,928,200 before deduction of
expenses payable by the Company. In connection with the sale of the Notes,
Merrill Lynch will be paid a commission by the Company in the amount of .1795%
or $71,800.
