Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 45 DATED
JUNE 4, 1999 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): June 9, 1999
Stated Maturity Date: June 10, 2002
Interest Rate: 6.52%
Interest Payment Dates: March 15 and September 15,
commencing September 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: 09700WCF8
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 and Smith Incorporated ("Merrill Lynch") 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. Net proceeds payable by
Merrill Lynch to Boeing Capital Corporation (the "Company") will be 99.809% of
the aggregate principal amount of the Notes, or $9,980,900 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 .191% or $19,100.
