**EXHIBIT 31.2**

 

CERTIFICATION(pursuant to Rules 13a-15(e) of the Securities Exchange Act of 1934, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

 

I,Russell A. Evans, certify that:

1.                                       I have reviewedthis Quarterly Report on Form 10-Q of Boeing Capital Corporation;

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                                       Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theissuer as of, and for, the periods presented in this report;

4.                                       The issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the issuer and have:

a)                                      Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the issuer, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this report is being prepared;

b)                                     (omitted pursuantto SEC Release No. 33-8238);

c)                                      Evaluated theeffectiveness of the issuer’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

d)                                     Disclosed in thisreport any change in the issuer’s internal control over financial reportingthat occurred during the issuer’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the issuer’sinternal control over financial reporting; and

5.                                       The issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the issuer’s auditors and theaudit committee of the issuer’s board of directors (or persons performing theequivalent functions):

a)                                      All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the issuer’s ability to record, process, summarize and report financialinformation; and

b)                                     Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the issuer’s internal control over financial reporting.

 

 
| July 28, 2004 | /S/ RUSSELL A. EVANS    |   |
|--------------------|-------------------------|--------|
|               | Russell A. Evans        |
|               | Chief Financial Officer |