United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

  ---------------------------------------------------------------------------

                                    Form 10-Q

|X| Quarterly Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                  For the quarterly period ended March 31, 1998

                                       OR

|_| Transition Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

      For the transition period from ________________ to _________________


  ---------------------------------------------------------------------------


                           BOEING CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

  ---------------------------------------------------------------------------

      Delaware                     95-2564584                    0-10795
     (State or other           (I.R.S. Employer           (Commission File No.)
      jurisdiction of           Identification No.)
      Incorporation
      or Organization)

      4060 Lakewood Boulevard, 6th Floor - Long Beach, California 90808-1700 
                    (Address of principal executive offices)

                                 (562) 627-3000
              (Registrant's telephone number, including area code)


  ---------------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes |X| No |_|


Common shares outstanding at May 12, 1998:                        50,000 shares

Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
to Form 10-Q and is therefore filing this Form with the reduced disclosure
format.


<PAGE>


                                     Part I

Item 1.       Financial Statements

Boeing Capital Corporation and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                             March 31,        December 31,
(Dollars in millions, except stated value and par value)                       1998               1997
--------------------------------------------------------------------------------------------------------------
                                                                            (Unaudited)
<S>                                                                      <C>               <C>
ASSETS
    Financing receivables:
      Investment in finance leases                                       $       1,501.0   $       1,509.1
      Notes receivable                                                             311.8             269.0
                                                                         ------------------------------------
                                                                                 1,812.8           1,778.1
      Allowance for losses on financing receivables                                (58.6)            (55.9)
                                                                         ------------------------------------
                                                                                 1,754.2           1,722.2
    Cash and cash equivalents                                                       27.7              39.1
    Equipment under operating leases, net                                          885.3             922.2
    Equipment held for sale or re-lease                                              0.2               0.7
    Other assets                                                                    62.2              38.6
                                                                         ------------------------------------
                                                                         $       2,729.6   $       2,722.8
                                                                         ====================================

LIABILITIES AND SHAREHOLDER'S EQUITY
    Short-term notes payable                                             $         156.9   $         149.0
    Accounts payable and accrued expenses                                           21.7              49.1
    Accounts with Boeing, McDonnell Douglas and BCSC                                46.4              37.2
    Other liabilities                                                              102.3              97.2
    Deferred income taxes                                                          394.8             388.3
    Long-term debt:
       Senior                                                                    1,582.6           1,579.0
       Subordinated                                                                 69.9              69.9
                                                                         ------------------------------------
                                                                                 2,374.6           2,369.7
                                                                         ------------------------------------

    Commitments and contingencies - Note 3

    Shareholder's equity:
       Preferred stock - no par value; authorized 100,000 shares:
         Series A; $5,000 stated value; authorized, issued and
           outstanding 10,000 shares                                                50.0              50.0
       Common stock - $100 par value; authorized 100,000 shares;
         issued and outstanding 50,000 shares                                        5.0               5.0
       Capital in excess of par value                                               89.5              89.5
       Income retained for growth                                                  210.5             208.6
                                                                         ------------------------------------
                                                                                   355.0             353.1
                                                                         ------------------------------------
                                                                         $       2,729.6   $       2,722.8
                                                                         ====================================
</TABLE>

See notes to consolidated financial statements.



<PAGE>


Boeing Capital Corporation and Subsidiaries
Consolidated Statements of Income and Income Retained for Growth
(Unaudited)
<TABLE>
<CAPTION>

                                                                                  Three months ended
                                                                                      March 31,
(Dollars in millions)                                                            1998             1997
-------------------------------------------------------------------------------------------------------------

OPERATING INCOME
<S>                                                                           <C>                <C>
    Finance lease income                                                      $     31.9         $   35.6
    Interest income on notes receivable                                              6.7              7.0
    Operating lease income, net of depreciation expense                             17.6             13.7
    Net gain on disposal or re-lease of assets                                       4.8              2.8
    Other                                                                            0.5              1.6
                                                                          -----------------------------------
                                                                                    61.5             60.7
                                                                          -----------------------------------

EXPENSES
    Interest expense                                                                32.5             33.2
    Provision for losses                                                             2.7              3.5
    Operating expenses                                                               2.6              3.1
    Other                                                                            3.0              1.0
                                                                          -----------------------------------
                                                                                    40.8             40.8
                                                                          -----------------------------------
Income before provision for income taxes                                            20.7             19.9
Provision for income taxes                                                           7.6              7.2
                                                                          -----------------------------------
Net income                                                                          13.1             12.7
Income retained for growth at beginning of year                                    208.6            181.0
Dividends                                                                          (11.2)            (0.8)
                                                                          -----------------------------------
Income retained for growth at end of period                                   $    210.5         $  192.9
                                                                          ===================================
</TABLE>


See notes to consolidated financial statements.


<PAGE>


Boeing Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>

                                                                                  Three months ended
                                                                                      March 31,
(Dollars in millions)                                                            1998             1997
-------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                            <C>               <C>
    Net income                                                                 $   13.1          $    12.7
    Adjustments to reconcile net income to net cash provided by
       (used in) operating activities:
         Depreciation expense - equipment under operating leases                   18.4               14.7
         Net gain on disposal or re-lease of assets                                (4.8)              (2.8)
         Provision for losses                                                       2.7                3.5
         Change in assets and liabilities:
           Accounts with Boeing, McDonnell Douglas and BCSC                         9.2               (6.2)
           Other assets                                                           (23.6)               0.5
           Accounts payable and accrued expenses                                  (28.3)             (31.3)
           Other liabilities                                                        5.1                4.9
           Deferred income taxes                                                    6.5               10.3
         Other, net                                                                 0.4               (1.3)
                                                                          -----------------------------------
                                                                                   (1.3)               5.0
                                                                          -----------------------------------
INVESTING ACTIVITIES
    Net change in short-term notes and leases receivable                            -                 (0.2)
    Purchase of equipment for operating leases                                     (6.8)              (3.7)
    Proceeds from disposition of equipment, notes and leases receivable            39.5                7.3
    Collection of notes and leases receivable                                      54.5               73.2
 .   Acquisition of notes and leases receivable                                    (97.6)             (42.8)
                                                                          -----------------------------------
                                                                                  (10.4)              33.8
                                                                          -----------------------------------

FINANCING ACTIVITIES
    Net change in short-term borrowings                                             7.9              (18.9)
    Debt having maturities more than 90 days:
       Proceeds                                                                    75.0               60.0
       Repayments                                                                 (72.3)             (84.9)
    Payment of cash dividends                                                     (10.3)               -
                                                                          -----------------------------------
                                                                                    0.3              (43.8)
                                                                          -----------------------------------
Net decrease in cash and cash equivalents                                         (11.4)              (5.0)
Cash and cash equivalents at beginning of year                                     39.1               16.9
                                                                          ===================================
Cash and cash equivalents at end of period                                     $   27.7          $    11.9

                                                                          ===================================
</TABLE>
See notes to consolidated financial statements.


<PAGE>


Boeing Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 1998
(Unaudited)


Note 1 -- Basis of Presentation

Boeing Capital Corporation (formerly McDonnell Douglas Finance Corporation) (the
"Company") is a wholly-owned  subsidiary of Boeing Capital Services  Corporation
(formerly  McDonnell  Douglas  Financial  Services   Corporation)   ("BCSC"),  a
wholly-owned  subsidiary of McDonnell Douglas Corporation ("McDonnell Douglas"),
which in turn is wholly-owned by The Boeing Company ("Boeing"). The accompanying
unaudited consolidated financial statements have been prepared by the Company in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the  opinion of  management  of the  Company,  the  accompanying
consolidated financial statements reflect all adjustments  (consisting of normal
recurring  accruals)  which are  necessary  to present  fairly the  consolidated
balance  sheet and the  related  consolidated  statements  of income  and income
retained for growth and cash flows for the interim periods presented.  Operating
results for the  three-month  period ended March 31, 1998,  are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
1998.  The  statements  should  be read in  conjunction  with  the  notes to the
consolidated  financial  statements  included in the Company's Form 10-K for the
year ended December 31, 1997.


Note 2 -- Credit Agreements and Long-Term Debt

The  provisions  of various  credit and debt  agreements  require the Company to
maintain a minimum net worth,  restrict  indebtedness,  and limit cash dividends
and other distributions.  Under the most restrictive provision, $74.7 million of
the  Company's  income  retained for growth was available for dividends at March
31, 1998.


Note 3 -- Commitments and Contingencies

On November 1, 1996, The Allen Austin Harris Group, Inc. (the "Plaintiff") filed
a complaint in the Superior Court of the State of California, County of Alameda,
against the Company,  McDonnell  Douglas,  McDonnell  Douglas Aerospace - Middle
East Limited and the Selah Group, Inc. (the "Defendants").  The Plaintiff, which
had hoped to establish a manufacturing plant abroad with various assistance from
the  Defendants,  seeks more than $57.0  million in alleged  damages  (primarily
consisting of lost profits) based on various  theories.  The Company believes it
has meritorious  defenses to all of the allegations,  but is unable to determine
at this stage of  discovery  if the  litigation  will have any  future  material
adverse effect on the Company's earnings, cash flow or financial position.

The  Company is a party to  litigation  in the  United  States  District  Court,
Southern District of Florida,  entitled  McDonnell  Douglas Finance  Corporation
adv. Aviaco International Leasing, Inc., Aviaco Traders International,  Inc. and
Craig  L.  Dobbin  with  Related  Counter-Claims  (collectively  referred  to as
"Aviaco").  The  foregoing  litigation  arose  out of an action  brought  by the
Company  in July 1991  seeking  remedies  on account  of  defaults  by the other
parties to the  litigation  under loan and related  documents  involving a $17.9
million loan made by the Company.  In January 1994, in response to the Company's
foreclosure  of two aircraft and a related  aircraft lease  agreement  which had
been collateral for the loan, Aviaco filed a counter-claim  against the Company,
asserting nine claims for alleged  damages based on various tort and contractual
theories relating to the Company's foreclosure.

The case  proceeded to jury trial on the three of nine claims which survived the
Company's  Motion for Summary  Judgment.  The case was  submitted to the jury on
October 16, 1997.  On October 17, 1997,  the jury returned a verdict in favor of
Aviaco awarding  aggregate  damages of  approximately  $12.2 million,  including
damages of  approximately  $10.0 million for the failure to exercise  reasonable
care with regard to the related lease agreement.

In December  1997,  the Company  filed a Motion for Judgment as a Matter of Law,
arguing, inter alia, to set aside the $10.0 million award as not being supported
by the record  evidence or by  applicable  law. On February 13, 1998,  the Judge
ruled in favor of the Company and set aside the $10.0 million award.

On March 2, 1998, the Judge entered a Final Judgment  against the Company in the
aggregate amount,  including prejudgment interest, of approximately $2.8 million
with post judgment  interest thereon at the rate of 5.42% per annum. Both Aviaco
and the Company have appealed from the Final Judgment to the United States Court
of Appeals for the Eleventh  Circuit.  Taking into account amounts  reserved for
this litigation,  the Company does not expect such litigation to have any future
material adverse effect on its earnings, cash flow or financial position.

A number of legal  proceedings  and  claims are  pending  or have been  asserted
against the Company.  A substantial  number of such legal proceedings and claims
are  covered  by third  parties,  including  insurance  companies.  The  Company
believes that the final outcome of such  proceedings  and claims will not have a
material adverse effect on its earnings, cash flow, or financial position.

Trans World Airlines,  Inc. ("TWA")  accounted for $192.7 million (7.1% of total
Company portfolio) and $196.6 million (7.3% of total Company portfolio) at March
31, 1998, and December 31, 1997, respectively.  TWA continues to operate under a
reorganization  plan,  confirmed by the United States  Bankruptcy Court in 1995,
that  restructured its indebtedness and leasehold  obligations to its creditors.
In  addition,  TWA  continues  to face  financial  and  operational  challenges.
McDonnell Douglas provides  guaranties to the Company for certain obligations of
TWA under the various lease agreements between the Company and TWA. At March 31,
1998, the maximum  aggregate  coverage under such  guaranties was $36.1 million.
TWA has reported cash balances of $346.1 million as of March 31, 1998,  compared
to $136.5  million at March 31, 1997.  As of the date hereof,  TWA is current on
its  obligations  to the  Company.  If,  however,  TWA  were to  default  on its
obligations  to the Company,  this could have a material  adverse  effect on the
Company's earnings, cash flow or financial position.


P.T. Garuda  Indonesia  ("Garuda"),  accounted for $169.8 million (6.3% of total
Company portfolio) and $171.8 million (6.4% of total Company portfolio) at March
31, 1998,  and December 31,  1997,  respectively.  Negotiations  are in progress
relating to Garuda's desire to restructure,  or possibly  terminate  early,  the
Company's two MD-11 leases.  Although the terms of any such arrangement have not
been agreed  upon,  taking into account a partial  guarantee  of Garuda's  lease
obligations  from  McDonnell  Douglas and certain  security  deposits  and other
payments under the leases held by the Company,  any such  restructuring or early
termination  is not expected to have a material  adverse effect on the Company's
earnings, cash flow or financial position.

The $100.0 million used aircraft  purchase bridge facility made available by the
Company to AirTran Airlines  ("AirTran"),  formerly ValuJet  Airlines,  Inc., in
1995, was reduced in maximum scope to $50.0 million by mutual  agreement  during
the third quarter of 1996. This facility expires upon delivery to AirTran of the
first scheduled new Boeing 717-200 (formerly MD-95) aircraft, presently expected
to occur in 1999. Borrowings under this agreement must be repaid within 180 days
and the interest rate is based on the London Interbank  Offering Rate ("LIBOR").
There were no amounts  outstanding  under this  agreement  at March 31,  1998 or
December 31, 1997.

At March 31,  1998,  the Company had  commitments  to provide  leasing and other
financing totaling $104.6 million.

In conjunction with prior asset  dispositions and certain  guaranties,  at March
31, 1998, the Company was subject to a maximum recourse of $60.1 million.  Based
on trends  to date,  the  Company's  losses  related  to such  exposure  are not
expected by the Company to be significant.

The Company  leases  aircraft  under capital leases which have been subleased to
others.  At March 31, 1998,  the Company had  guaranteed  the  repayment of $5.9
million in capital lease obligations associated with a 50% partner.


Item 2.       Management's Analysis of Results of Operations

|------------------------------------------------------------------------------|
FORWARD-LOOKING  INFORMATION  IS  SUBJECT TO RISK AND  UNCERTAINTY --  From time
to time, the Company may  make certain statements that  contain  projections  or
"forward-looking"  information (as defined in the Private Securities  Litigation
Reform Act of 1995) that involve risk and  uncertainty.  Certain  statements  in
this  Form  10-Q,  particularly  those in Note 3 of the  Notes  to  Consolidated
Financial  Statements and Items 1 and 5 of Part II, may contain  forward-looking
information.  The subject  matter of such  statements  may  include,  but not be
limited to, the effects on the Company of the  Boeing-McDonnell  Douglas merger,
as well as future earnings,  costs,  expenditures,  losses,  residual values and
various  business  environment  trends.  In addition to those contained  herein,
forward-looking  statements  and  projections  may be made by  management of the
Company orally or in writing including,  but not limited to, various sections of
the Company's  filings with the  Securities  and Exchange  Commission  under the
Securities Act of 1933 and the Securities Exchange Act of 1934.

Actual results and trends in the future may differ materially from projections
depending on a variety of factors including, but not limited to, the effects on
the Company of the Boeing-McDonnell Douglas merger and the Company's
relationship with Boeing, as well as strategic decisions relating to the Company
to be made by Boeing, the capital equipment requirements of United States and
foreign businesses, capital availability and cost, changes in law and tax
benefits, the tax position of Boeing (including the applicability of the
alternative minimum tax), competition from  other  financial  institutions, the
Company's  successful  execution  of internal operating plans,  defaults by
customers,  regulatory  uncertainties and legal proceedings.
|------------------------------------------------------------------------------|


Finance lease income  decreased $3.7 million (10.4%) from the first three months
of 1997, primarily attributable to the sale of an MD-11 aircraft in September of
1997 and the sale of three MD-82 aircraft in December of 1997.

Operating  lease  income  increased  $3.9  million  (28.5%) from the first three
months of 1997, primarily  attributable to the operating lease financing of four
used Boeing aircraft during the last four months of 1997.

Gain on disposal or re-lease of assets  increased $2.0 million  (71.4%) from the
first  three  months  of  1997,  primarily  attributable  to  sales  within  the
commercial aircraft portfolio.

Provision for losses  decreased $0.8 million (22.9%) from the first three months
of 1997, primarily  attributable to the Company's  determination that additional
provisions  for losses  were not  necessary  or  appropriate  during the current
period,  as  the  Company's  core  business  segments  did  not  experience  net
write-offs during the current period or for the year ended December 31, 1997.

Other  expenses  increased  $2.0  million  (200%) from the first three months of
1997,  primarily  attributable  to maintenance  expenses of  approximately  $2.0
million on an airplane that was repossessed in March of 1997.


                                     Part II

Item 1.       Legal Proceedings

On November 1, 1996, The Allen Austin Harris Group, Inc. (the "Plaintiff") filed
a complaint in the Superior Court of the State of California, County of Alameda,
against the Company,  McDonnell  Douglas,  McDonnell  Douglas Aerospace - Middle
East Limited and the Selah Group, Inc. (the "Defendants").  The Plaintiff, which
had hoped to establish a manufacturing plant abroad with various assistance from
the  Defendants,  seeks more than $57.0  million in alleged  damages  (primarily
consisting of lost profits) based on various  theories.  The Company believes it
has meritorious  defenses to all of the allegations,  but is unable to determine
at this stage of  discovery  if the  litigation  will have any  future  material
adverse effect on the Company's earnings, cash flow or financial position.

The  Company is a party to  litigation  in the  United  States  District  Court,
Southern District of Florida,  entitled  McDonnell  Douglas Finance  Corporation
adv. Aviaco International Leasing, Inc., Aviaco Traders International,  Inc. and
Craig  L.  Dobbin  with  Related  Counter-Claims  (collectively  referred  to as
"Aviaco").  The  foregoing  litigation  arose  out of an action  brought  by the
Company  in July 1991  seeking  remedies  on account  of  defaults  by the other
parties to the  litigation  under loan and related  documents  involving a $17.9
million loan made by the Company.  In January 1994, in response to the Company's
foreclosure  of two aircraft and a related  aircraft lease  agreement  which had
been collateral for the loan, Aviaco filed a counter-claim  against the Company,
asserting nine claims for alleged  damages based on various tort and contractual
theories relating to the Company's foreclosure.

The case  proceeded to jury trial on the three of nine claims which survived the
Company's  Motion for Summary  Judgment.  The case was  submitted to the jury on
October 16, 1997.  On October 17, 1997,  the jury returned a verdict in favor of
Aviaco awarding  aggregate  damages of  approximately  $12.2 million,  including
damages of  approximately  $10.0 million for the failure to exercise  reasonable
care with regard to the related lease agreement.

In December  1997,  the Company  filed a Motion for Judgment as a Matter of Law,
arguing, inter alia, to set aside the $10.0 million award as not being supported
by the record  evidence or by  applicable  law. On February 13, 1998,  the Judge
ruled in favor of the Company and set aside the $10.0 million award.

On March 2, 1998, the Judge entered a Final Judgment  against the Company in the
aggregate amount,  including prejudgment interest, of approximately $2.8 million
with post judgment  interest thereon at the rate of 5.42% per annum. Both Aviaco
and the Company have appealed from the Final Judgment to the United States Court
of Appeals for the Eleventh  Circuit.  Taking into account amounts  reserved for
this litigation,  the Company does not expect such litigation to have any future
material adverse effect on its earnings, cash flow or financial position.

A number of legal  proceedings  and  claims are  pending  or have been  asserted
against the Company.  A substantial  number of such legal proceedings and claims
are  covered  by third  parties,  including  insurance  companies.  The  Company
believes that the final outcome of such  proceedings  and claims will not have a
material adverse effect on its earnings, cash flow, or financial position.


Item 2.       Changes in Securities and Use of Proceeds

Omitted pursuant to instruction H(2).


Item 3.       Defaults Upon Senior Securities

Omitted pursuant to instruction H(2).


Item 4.       Submission of Matters to a Vote of Security Holders

Omitted pursuant to instruction H(2).


Item 5.       Other Information

Summarized below is information on the effects of the  Boeing-McDonnell  Douglas
merger,  portfolio  balances,  new business  volume,  analysis of allowance  for
losses on  financing  receivables  and credit loss  experience,  and  receivable
write-offs, net of recoveries by segment.

The Effects of the Boeing-McDonnell Douglas Merger

On August 1, 1997, the Boeing-McDonnell  Douglas merger was consummated pursuant
to an Agreement and Plan of Merger dated as of December 14, 1996,  among Boeing,
West  Acquisition  Corp.,  a  wholly-owned  subsidiary  of Boeing  ("Sub"),  and
McDonnell  Douglas  (the  "Merger  Agreement").  Under the  terms of the  Merger
Agreement,  Sub was  merged  into  McDonnell  Douglas,  with  McDonnell  Douglas
surviving as a wholly-owned subsidiary of Boeing.

The many possible ramifications of strategic decisions to be made by Boeing with
respect  to  the  Company  are  currently  unknown  and,  therefore,  cannot  be
quantified  at this time.  Boeing is actively  considering  the  possibility  of
divesting  all or part of the  Company's  assets or all or part of the Company's
stock, presently held indirectly by Boeing.

Portfolio Balances

Portfolio balances for the Company's financial reporting segments are summarized
as follows:
<TABLE>
<CAPTION>

                                                                               March 31,         December 31,
(Dollars in millions)                                                             1998               1997
------------------------------------------------------------------------------------------------------------------
Aircraft Financing
  Boeing/McDonnell Douglas aircraft financing
<S>                                                                            <C>                <C>
      Finance leases                                                           $     953.4        $     964.9
      Operating leases                                                               485.8              495.2
      Notes receivable                                                                59.2               61.9
                                                                           ---------------------------------------
                                                                                   1,498.4            1,522.0
                                                                           ---------------------------------------
  Other commercial aircraft financing
      Finance leases                                                                 145.1              133.3
      Operating leases                                                                50.9               51.9
      Notes receivable                                                                 4.1                4.3
                                                                           ---------------------------------------
                                                                                     200.1              189.5
                                                                           ---------------------------------------
Commercial Equipment Leasing
    Finance leases                                                                   402.5              410.9
    Operating leases                                                                 348.6              375.0
    Notes receivable                                                                 242.4              190.7
                                                                           ---------------------------------------
                                                                                     993.5              976.6
                                                                           ---------------------------------------
Other                                                                                  6.1               12.2
                                                                           ---------------------------------------
                                                                               $   2,698.1        $   2,700.3
                                                                           =======================================
</TABLE>

New Business Volume

New business volume is summarized as follows:
<TABLE>
<CAPTION>

                                                                                    Three months ended
                                                                                         March 31,
(Dollars in millions)                                                              1998               1997
                                                                           --------------------------------------
<S>                                                                            <C>                  <C>
Boeing/McDonnell Douglas aircraft financing                                    $      -             $    1.6
Other commercial aircraft financing                                                  13.5                -
Commercial equipment leasing                                                         76.8               31.3
                                                                           --------------------------------------
                                                                               $     90.3           $   32.9

                                                                           ======================================

<PAGE>
</TABLE>

Analysis of Allowance for Losses on Financing Receivables and Credit Loss
Experience
<TABLE>
<CAPTION>

                                                                                March 31,         December 31,
(Dollars in millions)                                                             1998                1997
                                                                           ---------------------------------------
<S>                                                                            <C>                  <C>
Allowance for losses on financing receivables at beginning
    of year                                                                    $     55.9          $     48.6
Provision for losses                                                                  2.7                11.5
Write-offs, net of recoveries                                                         -                  (2.5)
Other                                                                                 -                  (1.7)
                                                                           ---------------------------------------
Allowance for losses on financing receivables at end of
    period                                                                     $     58.6          $     55.9
                                                                           =======================================

Allowance as percent of total portfolio                                               2.2%                2.1%

Net write-offs as percent of average portfolio                                         - %                0.1%

More than 90 days delinquent:
    Amount of delinquent installments                                          $      0.7          $      1.8
    Total receivables due from delinquent obligors                                   34.0                15.5
    Total receivables due from delinquent obligors
       as a percentage of total portfolio                                             1.3%                0.6%
</TABLE>


Receivable Write-offs, Net of Recoveries by Segment

The Company's two core business  segments had no net  write-offs of  receivables
for the three months ended March 31, 1998. Commercial equipment leasing had $0.2
million  in net  recoveries,  while  commercial  aircraft  financing  had no net
write-offs of receivables for the three months ended March 31, 1997.


Item 6.       Exhibits and Reports on Form 8-K

A.        Exhibits

          Exhibit 12 Computation of ratio of income to fixed charges.

          Exhibit 27 Financial Data Schedule.

B.        Reports on Form 8-K

          None.



<PAGE>



                                   Signatures


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  its principal  financial  officer and by its principal  accounting
officer, thereunto duly authorized.




                                Boeing Capital Corporation


May 12, 1998                     /s/ STEVEN W. VOGEDING
                                __________________________________
                                Steven W. Vogeding
                                Vice President and Chief Financial
                                Officer (Principal Financial Officer) and
                                Registrant's Authorized Officer




                                /s/ MAURA R. MIZUGUCHI
                                __________________________________
                                Maura R. Mizuguchi
                                Controller (Principal Accounting Officer)