Rule 424(b)(3)
File No. 333-82391
PRICING SUPPLEMENT NO. 1 DATED
NOVEMBER 28, 2000 TO PROSPECTUS
DATED AUGUST 31, 2000 AND PROSPECTUS
SUPPLEMENT DATED AUGUST 31, 2000
BOEING CAPITAL CORPORATION
Series XI Medium-Term Notes
Due Nine Months or More From Date of Issue
Except as set forth herein, the Series XI Medium-Term Notes offered
hereby (the "Notes") have such terms as are described in the accompanying
Prospectus dated August 31, 2000, as amended and supplemented by the Prospectus
Supplement dated August 31, 2000 (the "Prospectus").
Aggregate Principal Amount: $300,000,000
Original Issue Date December 01, 2000
(Settlement Date):
Stated Maturity Date: December 01, 2003
Interest Rate: 6.68%
Interest Payment Dates: March 15 and September 15
commencing March 15, 2001
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: 09700WDJ9
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $300,000,000 aggregate principal
amount of Notes that are being purchased, as principal, of which $52,500,000 is
being purchased by Chase Securities Inc ("Chase"), $75,000,000 is being
purchased by Credit Suisse First Boston Corporation ("CSFB"), $97,500,000 is
being purchased by Merrill Lynch, Pierce, Fenner and Smith, Incorporated
("Merrill Lynch"), and $75,000,000 is being purchased by Morgan Stanley & Co.
Incorporated ("Morgan Stanley") (collectively, the "Agents") for resale to
investors at varying prices related to prevailing market conditions at the time
or times of resale as determined by the Agents. Net proceeds payable by the
Agents to Boeing Capital Corporation (the "Company") will be 99.837% of the
aggregate principal amount of the Notes, or $299,511,000 before deduction of
expenses payable by the Company. In connection with the sale of the Notes, the
Agents may be deemed to have received compensation from the Company in the form
of underwriting discounts in the amount of .163% or $489,000.
