Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 43 DATED
MARCH 30, 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: $12,000,000
Original Issue Date
(Settlement Date): April 5, 1999
Stated Maturity Date: April 5, 2002
Interest Rate: 5.94%
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: 09700WCD3
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $12,000,000 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 99.818% of
the aggregate principal amount of the Notes, or $11,978,160 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 .182% or $21,840.
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.
On September 15, 1998, Moody's Investors Service placed Boeing and the
Company's debt ratings on review for possible downgrade. On December 21, 1998,
Moody's Investors Service announced that in conjunction with a downgrading of
Boeing's credit ratings it confirmed (without change) the ratings of the
Company's senior unsecured debt, subordinated debt and commercial paper as A3,
Baa1 and Prime-1, respectively.
