Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 28 DATED
NOVEMBER 18, 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: $30,000,000
Original Issue Date
(Settlement Date): November 23, 1998
Stated Maturity Date: August 15, 2003
Base Rate: LIBOR
Index Currency: U.S. Dollars
Designated LIBOR Page: LIBOR Telerate Page 3750
Spread: 75 basis points
Initial Interest Rate: Base Rate plus Spread, as determined on
November 19, 1998
Index Maturity: Three months
Interest Payment Dates: Commencing February 16, 1999 and thereafter on
the 15th calendar day of each February, May,
August and November up to and including the
Maturity Date
Interest Reset Period: Quarterly
Calculation Agent: Bankers Trust Company
Interest Reset Dates: The 15th calendar day of each February, May,
August and November
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: 09700WBP7
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $30,000,000 aggregate principal
amount of Notes that are being purchased, as principal, by Morgan Stanley & Co.
Incorporated ("Morgan Stanley"), for resale to investors at varying prices
related to prevailing market conditions at the time or times of resale as
determined by Morgan Stanley. Net proceeds payable by Morgan Stanley to Boeing
Capital Corporation (the "Company") will be 99.343% of the aggregate principal
amount of the Notes (being the Issue Price of 99.793 less the underwriting
discount of .450%) or $29,802,900 before deduction of expenses payable by the
Company. In connection with the sale of the Notes, Morgan Stanley may be deemed
to have received compensation from the Company in the form of underwriting
discounts in the amount of .450% or $135,000.
