Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 36 DATED
DECEMBER 3, 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 8, 1998
Stated Maturity Date: May 15, 2009
Interest Rate: 6.42%
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: 09700WBW2
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $15,000,000 aggregate principal
amount of Notes that are being purchased, as principal, by PaineWebber
Incorporated ("PWI") for resale to investors at varying prices related to
prevailing market prices and conditions at the time or times of resale as
determined by PWI. Net proceeds payable by PWI to Boeing Capital Corporation
(the "Company") will be 99.375% of the aggregate principal amount of the Notes,
or $14,906,250 before deduction of expenses payable by the Company. In
connection with the sale of the Notes, PWI may be deemed to have received
compensation from the Company in the form of underwriting discounts in the
amount of .625% or $93,750.
RECENT DEVELOPMENTS
On December 3, 1998, Standard & Poor's Corp. ("S & P") announced that in
conjunction with a downgrading of Boeing's credit ratings it simultaneously
lowered its ratings on the Company's senior unsecured debt, subordinated debt
and commercial paper from AA-, A+ and A-1+ to A+, A and A-1, respectively. S & P
reiterated that the Company's rating outlook remains "developing", due to the
continuing uncertainty regarding Boeing's plans for the Company as described
more fully in the discussion of S & P's prior downgrade of the Company set forth
in Item 5 of the Company's Report on Form 10-Q for the period ended September
30, 1998.
