Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 19 DATED
SEPTEMBER 24, 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: $25,000,000
Original Issue Date
(Settlement Date): September 29, 1998
Stated Maturity Date: October 15, 2003
Issue Price: 100% of Principal Amount
Base Rate: LIBOR
Index Currency: U.S. Dollars
Designated LIBOR Page: LIBOR Telerate Page 3750
Spread: 45 basis points
Initial Interest Rate: Base Rate plus Spread, as determined on
September 25, 1998
Index Maturity: Three months
Interest Payment Dates: Commencing January 15, 1999 and thereafter on
the 15th calendar day of each January, April,
July and October 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 January,
April, July and October
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: 09700WBE2
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PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $25,000,000 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 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 99.500% of the aggregate principal amount of the Notes, or $24,875,000
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 .500% or $125,000.
