**EXHIBIT 31.2**

 

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

 

I, Steven W. Vogeding, certify that:

1.                                       I have reviewed this Quarterly Report onForm 10-Q of Boeing Capital Corporation;

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light 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 other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theissuer and have:

a)                                      Designed such disclosure controls andprocedures, or caused such disclosure control and procedures to be designedunder our supervision, to ensure that material information relating to the issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

b)                                     Evaluated the effectiveness of the issuer’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

c)                                      Disclosed in this report any change in theissuer’s internal control over financial reporting that occurred during theperiod covered by the report that has materially affected, or is reasonablylikely to materially affect, the issuer’s internal control over financialreporting; and

5.                                       The issuer’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the issuer’s auditors and the audit committee of theissuer’s board of directors (or persons performing the equivalent functions):

a)                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the issuer’s abilityto record, process, summarize and report financial information; and

b)                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theissuer’s internal control over financial reporting.

 

 
| October 29, 2003 | /S/ STEVEN W. VOGEDING                     |   |
|-----------------------|--------------------------------------------|--------|
|                       | Steven W. Vogeding                         |
|                  | Vice President and Chief Financial Officer |

 

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