Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 34 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: $15,000,000
Original Issue Date
(Settlement Date): December 7, 1998
Stated Maturity Date: February 15, 2002
Interest Rate: 5.85%
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: 09700WBU6
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $15,000,000 aggregate principal
amount of Notes that are being purchased, as principal, of which $8,000,000 is
being purchased by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and of which $7,000,000 is being purchased by Morgan Stanley & Co.
Incorporated ("Morgan Stanley") (collectively, the "Agents") 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 and Morgan
Stanley. Net proceeds payable by Merrill Lynch and Morgan Stanley to Boeing
Capital Corporation (the "Company") will be 99.675% of the aggregate principal
amount of the Notes, or $14,951,250 before deduction of expenses payable by the
Company. In connection with the sale of the Notes, Merrill Lynch and Morgan
Stanley may be deemed to have received compensation from the Company in the form
of underwriting discounts in the aggregate amount of .325% or $48,750.
