Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 14 DATED
AUGUST 19, 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: $10,000,000
Original Issue Date
(Settlement Date): August 28, 1998
Stated Maturity Date: November 15, 2005
Interest Rate: 6.04%
Interest Payment Dates: March 15 and September 15, commencing
September 15, 1998
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
Minimum Denominations: $1,000 and integral multiples of $1,000
in excess thereof
CUSIP Number: 09700WAZ6
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $10,000,000 aggregate principal
amount of Notes that are being purchased, as principal, by Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") at a discount equal to
1.25% of the principal amount offered hereby, for resale to investors and other
purchasers at varying prices related to prevailing market prices and conditions
at the time or times of resale as determined by Merrill Lynch. Interest rates
offered with respect to the Notes may differ depending upon, among other things,
the aggregate principal amount of Notes purchased in any single transaction. Net
proceeds payable by Merrill Lynch to Boeing Capital Corporation (the "Company")
will be 98.750% of the aggregate principal amount of the Notes, or $9,875,000
before deduction of expenses payable by the Company. In connection with the sale
of the Notes, Merrill Lynch may be deemed to have received compensation from the
Company in the form of underwriting discounts in the amount of 1.25% or
$125,000.
