EXHIBIT 99.2

                            Section 302 Certification


                                  CERTIFICATION

         I, Steven W. Vogeding, certify that:
         1.   I have reviewed this quarterly report on Form 10-Q of Boeing
              Capital Corporation;
         2.   Based on my knowledge, this quarterly report does not contain any
              untrue statement of a material fact or omit to state a material
              fact necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this quarterly
              report;
         3.   Based on my knowledge, the financial statements, and other
              financial information included in this quarterly report,
              fairly present in all material respects the financial
              condition, results of operations and cash flows of the
              registrant as of, and for, the periods presented in this
              quarterly report;
         4.   The registrant's other certifying officers and I are
              responsible for establishing and maintaining disclosure
              control procedures (as defined in Exchange Act Rules 13a-14
              and 15d-14) for the registrant and have:
              a)  designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this
                  quarterly report is being prepared;
              b)  evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date
                  within 90 days prior to the filing date of this
                  quarterly report (the "Evaluation Date"); and
              c)  presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;
         5.   The registrant's other certifying officers and I have
              disclosed, based on our most recent evaluation, to the
              registrant's auditors and the audit committee of the
              registrant's board of directors (or persons performing the
              equivalent function):
              a)  all significant deficiencies in the design or
                  operation of internal controls which could adversely
                  affect the registrant's ability to record, process,
                  summarize and report financial data and have
                  identified for the registrant's auditors any material
                  weaknesses in internal controls; and
              b)  any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and
         6.   The registrant's other certifying officers and I have
              indicated in this quarterly report whether or not there were
              significant changes in internal controls or in other factors
              that could significantly affect internal controls subsequent
              to the date of our most recent evaluation, including any
              corrective actions with regard to significant deficiencies and
              material weaknesses.




November 6, 2002                     /S/ STEVEN W. VOGEDING
                                     -------------------------------------
                                     Steven W. Vogeding
                                     Vice President and Chief Financial Officer