Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 37 DATED
JANUARY 26, 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: $15,000,000
Original Issue Date
(Settlement Date): January 29, 1999
Stated Maturity Date: July 28, 2000
Base Rate: LIBOR
Index Currency: U.S. Dollars
Designated LIBOR Page: LIBOR Telerate Page 3750
Spread: 12.5 basis points
Initial Interest Rate: Base Rate plus Spread, as determined on January
27, 1999
Index Maturity: Three months
Interest Payment Dates: Commencing April 28th, 1999 and thereafter on
the 28th calendar day of each January, April,
July & October up to and including the Maturity
Date
Interest Reset Period: Quarterly
Calculation Agent: Bankers Trust Company
Interest Reset Dates: The 28th calendar day of each January, April,
July & 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: 09700WBX0
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $15,000,000 aggregate principal
amount of Notes that are being purchased, as principal, by Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), for resale to investors
at varying prices related to prevailing market 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 99.80% of the aggregate
principal amount of the Notes or $14,970,000 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 .200% or $30,000.
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.
