Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 46 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 10, 1999
Stated Maturity Date: June 9, 2000
Interest Rate: 5.64%
Interest Payment Date: June 9, 2000
Payment Frequency: Annual
Daycount for Calculation
of Interest: Interest will be computed on
an Actual/360 Days Basis
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: 09700WCG6
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $10,000,000 aggregate principal
amount of Notes that are being purchased, as principal, by Chase Securities Inc.
("Chase") for resale to investors at varying prices related to prevailing market
prices and conditions at the time or times of resale as determined by Chase. Net
proceeds payable by Chase to Boeing Capital Corporation (the "Company") will be
99.923% of the aggregate principal amount of the Notes, or $9,992,300 before
deduction of expenses payable by the Company. In connection with the sale of the
Notes, Chase may be deemed to have received compensation from the Company in the
form of underwriting discounts in the amount of .077% or $7,700.
