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, 2000

                                        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 jurisdiction of (I.R.S. Employer (Commission File No.)
               Incorporation or Organization) Identification No.)

            500 Naches Ave., SW, 3rd Floor - Renton, Washington 98055
                    (Address of principal executive offices)
                                 (425) 393-0153
              (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, 2000:                      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)                         2000              1999
---------------------------------------------------------------------------------------------------------------
                                                                              (Unaudited)
ASSETS
    Financing receivables:
<S>                                                                        <C>               <C>
      Investment in finance leases                                         $       1,577.8   $       1,372.8
      Notes receivable                                                             1,042.4             708.0
                                                                           ------------------------------------
                                                                                   2,620.2           2,080.8
      Allowance for losses on financing receivables                                 (148.1)            (60.7)
                                                                           ------------------------------------
                                                                                   2,472.1           2,020.1
   Cash and cash equivalents                                                          38.6              26.9
    Equipment under operating leases, net                                          1,422.3             828.2
    Equipment held for sale or re-lease                                               54.9              66.0
    Accounts due from Boeing and BCSC                                                 35.9               2.6
    Other assets                                                                     104.4              99.8
                                                                           ------------------------------------
                                                                           $       4,128.2   $       3,043.6
                                                                           ====================================

LIABILITIES AND SHAREHOLDER'S EQUITY
    Short-term notes payable                                               $         382.1   $         271.0
    Accounts payable and accrued expenses                                             24.8              38.5
    Other liabilities                                                                126.5              96.5
    Deferred income taxes                                                            438.1             427.5
    Long-term debt:
      Senior                                                                       1,717.9           1,741.8
      Intercompany                                                                   858.5               -
      Subordinated                                                                    44.9              44.9
                                                                           ------------------------------------
                                                                                   3,592.8           2,620.2
                                                                           ------------------------------------

    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                                                 184.6              89.5
      Income retained for growth                                                     295.8             278.9
                                                                           ------------------------------------
                                                                                     535.4             423.4
                                                                           ------------------------------------
                                                                           $       4,128.2   $       3,043.6
                                                                           ====================================
See notes to consolidated financial statements.
</TABLE>


<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)                                                            2000              1999
---------------------------------------------------------------------------------------------------------------

OPERATING INCOME
<S>                                                                         <C>              <C>
    Finance lease income                                                    $       32.8     $       29.2
    Interest income on notes receivable                                             26.9             12.6
    Operating lease income, net of depreciation expense                             31.4             16.7
    Net gain on disposal or re-lease of assets                                       3.1              7.4
    Other                                                                            0.5              0.4
                                                                           ------------------------------------
                                                                                    94.7             66.3
                                                                           ------------------------------------

EXPENSES
    Interest expense                                                                56.1             33.0
    Provision for losses                                                             2.3              1.7
    Operating expenses                                                               7.4              2.4
    Other                                                                            0.8              0.4
                                                                           ------------------------------------
                                                                                    66.6             37.5
                                                                           ------------------------------------
Income before provision for income taxes                                            28.1             28.8
Provision for income taxes                                                          10.3             11.1
                                                                           ------------------------------------
Net income                                                                          17.8             17.7
Income retained for growth at beginning of period                                  278.9            236.2
Dividends                                                                           (0.9)            (8.9)
                                                                           ====================================
Income retained for growth at end of period                                 $      295.8     $      245.0
                                                                           ====================================

See notes to consolidated financial statements.
</TABLE>



<PAGE>


Boeing Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                                   Three months ended
                                                                                       March 31,
(Dollars in millions)                                                           2000              1999
---------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                        <C>               <C>
    Net income                                                             $        17.8     $        17.7
    Adjustments  to  reconcile  net  income  to net cash  provided  by (used in)
       operating activities:
         Depreciation expense - equipment under operating
            leases                                                                  24.6              19.2
         Net gain on disposal or re-lease of assets                                 (3.1)             (7.4)
         Provision for losses                                                        2.3               1.7
         Change in assets and liabilities:
           Accounts with Boeing and BCSC                                           (18.0)              5.2
           Other assets                                                             (4.6)            (12.5)
           Accounts payable and accrued expenses                                   (16.0)            (17.8)
           Other liabilities                                                        (0.5)              9.9
           Deferred income taxes                                                    (6.7)              2.9
         Other, net                                                                 (9.0)             (1.1)
                                                                          -------------------------------------
                                                                                   (13.2)             17.8
                                                                          -------------------------------------
INVESTING ACTIVITIES
    Net change in short-term notes and leases receivable                            (8.3)            (23.9)
    Purchase of net assets from Boeing                                          (1,261.9)              -
    Purchase of equipment for operating leases                                      (2.2)             (8.5)
    Proceeds from disposition of equipment, notes and
       leases receivable                                                           359.6              48.7
    Collection of notes and leases receivable                                       92.2              64.7
    Acquisition of notes and leases receivable                                     (86.5)           (115.0)
                                                                          -------------------------------------
                                                                                  (907.1)            (34.0)
                                                                          -------------------------------------
FINANCING ACTIVITIES
    Net change in short-term notes payable                                         111.1             (15.3)
    Long-term debt:
       Intercompany issuance for purchase of net assets from
         Boeing                                                                  1,261.9               -
       Proceeds                                                                      -                79.0
       Repayments                                                                 (486.0)            (51.5)
    Payment of cash dividends                                                        -                (8.0)
    Capital contribution from Boeing                                                45.0               -
                                                                          -------------------------------------
                                                                                   932.0               4.2
                                                                          -------------------------------------
Net increase (decrease) in cash and cash equivalents                                11.7             (12.0)
Cash and cash equivalents at beginning of year                                      26.9              20.3
                                                                          =====================================
Cash and cash equivalents at end of period                                 $        38.6     $         8.3
                                                                          =====================================


See notes to consolidated financial statements.
</TABLE>


Boeing Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                                        Three months ended
                                                                                             March 31,
(Dollars in millions)                                                                          2000
---------------------------------------------------------------------------------------------------------------

NON-CASH INVESTING AND FINANCING  ACTIVITIES FOR STOCK TRANSFER  INCLUDED IN THE
    PORTFOLIO ACQUISITION (SEE NOTE 1):
<S>                                                                                   <C>
      Acquisition of leases receivable                                                $          (170.0)
                                                                                     ==========================
      Acquisition of accounts payable                                                 $             1.4
                                                                                     ==========================
      Acquisition of intercompany payables                                            $            60.1
                                                                                     ==========================
      Acquisition of long-term debt                                                   $            58.4
                                                                                     ==========================
      Capital contribution from Boeing for stock transfer                             $            50.1
                                                                                     ==========================

See notes to consolidated financial statements.

</TABLE>


<PAGE>


Boeing Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2000
(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
("BCSC"),  which is 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 accounting  principles generally
accepted in the United States of America 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 accounting  principles generally accepted in the United States of America 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  sheets 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, 2000,
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2000. 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, 1999.

As of March 31, 2000, the Company  acquired  certain tangible assets and assumed
certain liabilities of Boeing and certain subsidiaries of Boeing,  pursuant to a
Term  Sheet  dated as of January  1, 2000 as well as  various  definitive  asset
transfer agreements dated as of March 31, 2000 (collectively  referred to as the
"Transfer Agreements").  Under the terms of the Transfer Agreements, the Company
acquired,  effective  as of January 1, 2000, a  significant  portion of Boeing's
customer  financing  portfolio,  including  lease  and loan  agreements  and the
related receivables and assets (the"Portfolio").  The purchase price was paid in
the form of promissory notes, dated January 1, 2000, in the aggregate  principal
amount of $1,261.9 million,  together with an equity contribution to the Company
of $50.1 million. The Company has recorded an intercompany  receivable for $17.3
million from Boeing in consideration  for which the Company will assume Boeing's
deferred  taxes with respect to the Portfolio.  The statement  should be read in
conjunction  with  the  notes  to the  Statements  of Net  Assets  Acquired  and
Statements  of Revenues,  Direct  Expenses  and  Identified  Corporate  Expenses
included in the Company's Form 8-K dated April 13, 2000.

The pro forma  unaudited  consolidated  results  of  operations  as  though  the
Portfolio had been acquired as of January 1, 1999 are estimated as follows:
<TABLE>
<CAPTION>

                                                                                            Three Months
(Dollars in millions)                                                                   Ended March 31, 1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>
Revenues                                                                              $           84.2
Net loss                                                                              $           (1.5)
</TABLE>

These  unaudited pro forma results have been prepared for  comparative  purposes
only and do not  purport to be  indicative  of the results of  operations  which
would have actually  resulted had the combinations  been in effect on January 1,
1999, or of future results of operations.


Note 2 -- Credit Agreements and Long-Term Debt

As of March 27,  2000,  $1.0  billion of the  364-day  revolving  credit line of
Boeing has been made available to the Company. This new credit facility replaces
the Company's  former $240.0  million  credit line which was terminated on March
30, 2000.

The provisions of the most restrictive debt covenant limit the Company's ability
to pay cash  dividends  to the extent  that the  Company's  consolidated  assets
remain at least equal to or more than 115% of its consolidated liabilities after
dividend payments.


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 Plaintiff's 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 relating to the Company's  foreclosure
based on various tort and contractual theories.

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.  Aviaco has
appealed  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 other 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.

Viacao Aerea Rio-Grandense ("VARIG") accounted for $358.8 million (8.9% of total
Company  portfolio) as of March 31, 2000. VARIG has defaulted on its obligations
under  leases  within the  Portfolio  in recent  years,  which has  resulted  in
deferrals and restructurings.  Accordingly, Boeing has provided the Company with
a first loss deficiency  guaranty covering the VARIG leases held by the Company,
subject to a maximum coverage of 35% of the stipulated loss value of the leases.

World  Airways,  Inc.  ("World")  accounted  for $173.0  million  (4.3% of total
Company portfolio) and $170.2 million (5.9% of total Company portfolio) at March
31, 2000 and  December  31,  1999,  respectively.  Based on  publicly  available
reports, World experienced another net loss in the first quarter of 2000 of $4.8
million.

Trans World Airlines,  Inc. ("TWA")  accounted for $147.3 million (3.6% of total
Company portfolio) and $147.3 million (5.1% of total Company portfolio) at March
31, 2000 and December  31, 1999,  respectively.  In April 1999,  Moody's  rating
agency  lowered  TWA's  Outlook  from  Stable  to  Negative.  Based on  publicly
available reports,  in the first quarter of 2000, TWA incurred another net loss.
McDonnell  Douglas provides first loss deficiency  guaranties to the Company for
certain  obligations  of TWA under the  various  lease  agreements  between  the
Company and TWA. At March 31, 2000,  the maximum  aggregate  coverage under such
guaranties  was $41.5  million.  As of the date  hereof,  TWA is  current on its
payment  obligations  to the Company.  If,  however,  TWA were to default on its
payment obligations to the Company, this could have a material adverse effect on
the Company's earnings, cash flow or financial position.

At March 31,  2000,  the Company had  commitments  to provide  leasing and other
financing  totaling  $1,019.6  million,  $769.2  million  of  which  related  to
financing new Boeing commercial  aircraft.  The Company anticipates that not all
of these  commitments  will be utilized  and that it will be able to arrange for
third-party investors to assume a portion of the remaining commitments.

In conjunction with prior asset  dispositions and certain  guaranties,  at March
31, 2000, the Company was subject to a maximum  recourse of $3.9 million.  Based
on trends to date,  any 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, 2000,  the Company had  guaranteed  the repayment of $44.7
million in capital lease obligations associated with a 50% partner.

Note 4 - Subsequent Events

On April 24,  2000,  the  Company  decided to  continue  to use and  upgrade its
historical lease administration  system.  Accordingly,  the Company discontinued
its project to convert to a new system,  which  project  had been  initiated  in
1996.  This  decision  will result in a $6.7  million  write-off of the expenses
relating to the new system conversion project in the second quarter of 2000.

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, and  particularly in Notes 3 and 4 of the
Notes to Consolidated  Financial Statements,  Item 2 of Part I 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 impact on the  Company of
strategic  decisions of Boeing,  the level of new financing  opportunities  made
available  to the  Company  by Boeing,  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 Company's
relationship with Boeing,  as well as strategic  decisions of Boeing relating to
the Company,  the capital  equipment  requirements  of United States and foreign
businesses, capital availability and cost, changes in laws 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 particularly  including  implementation of
the Company's  directive from Boeing to lead the Boeing-wide  customer financing
efforts, defaults by customers, regulatory uncertainties and legal proceedings.
--------------------------------------------------------------------------------


Finance lease income  increased $3.6 million (12.3%) from the first three months
of 1999, primarily  attributable to a comparable increase in finance leases as a
result of the  Portfolio  acquisition  (see Note 1 of the Notes to  Consolidated
Financial Statements in Item 1).

Interest on notes  receivable  increased  $14.3 million  (113.5%) from the first
three months of 1999, primarily attributable to new volume of commercial finance
(formerly  referred to as  commercial  equipment  leasing and  financing)  notes
receivable  and an increase  in notes  receivable  as a result of the  Portfolio
acquisition.

Net operating lease income  increased $14.7 million (88.0%) from the first three
months of 1999,  primarily  attributable to an increase in operating leases as a
result of the Portfolio acquisition.

Gain on disposal or re-lease of assets  decreased $4.3 million  (58.1%) from the
first three  months of 1999,  primarily  attributable  to $4.1 million of income
from a sale  within  the  commercial  finance  portfolio  in January  1999.  The
remaining decrease is attributable to other sales within the commercial aircraft
portfolio in the first three months of 1999.

Interest expense  increased $23.1 million (70.0%) from the first three months of
1999, primarily attributable to the debt issued in connection with the Portfolio
acquisition.

Operating  expenses  increased $5.0 million (208.3%) from the first three months
of 1999,  primarily  attributable to the addition of employees and  nonrecurring
professional service fees incurred in early 2000 for various project assistance.

Impact of Boeing's Customer Financing Consolidation

In 1999, the  commercial  aircraft  financing  group had negligible new business
volume  largely due to the fact that the Company was awaiting the decision  made
by  Boeing  in  the  fourth   quarter  of  1999  that  the  Company  would  have
responsibility for Boeing's customer  financing efforts.  Now that such decision
has been made, the Company is expected to experience a very significant increase
in new commercial aircraft financing volume compared with prior years.

As of March 31, 2000, the Company  acquired  certain tangible assets and assumed
certain liabilities of Boeing and certain subsidiaries of Boeing,  pursuant to a
Term Sheet dated as of January 1, 2000 as well as the various  definitive  asset
transfer  agreements dated as of March 31, 2000. Under the terms of the Transfer
Agreements, the Company acquired, effective as of January 1, 2000, a significant
portion of  Boeing's  customer  financing  portfolio,  including  lease and loan
agreements and the related  receivables and assets.  The purchase price was paid
in the form of  promissory  notes,  dated  January  1,  2000,  in the  aggregate
principal amount of $1,261.9  million,  together with an equity  contribution to
the  Company  of  $50.1  million.  The  Company  has  recorded  an  intercompany
receivable for $17.3 million from Boeing in consideration  for which the Company
will assume Boeing's deferred taxes with respect to the Portfolio.

A  portion  of  Boeing's  unfunded  commercial  aircraft  financing  commitments
existing as of March 31, 2000 of approximately $3,500.0 million may be funded by
the Company, on a transaction by transaction basis,  subject to approval of each
transaction  by the Company's  investment  committee  (which may require  credit
enhancements  from Boeing or other parties or other conditions the Company deems
necessary to meet the Company's investment requirements).


                                     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 Plaintiff's 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 relating to the Company's  foreclosure
based on various tort and contractual theories.

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.  Aviaco has
appealed  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 other legal proceedings and claims are pending or have been asserted
against  the  Company,  many of which 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 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.

Portfolio Balances

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

                                                                               March 31,       December 31,
(Dollars in millions)                                                            2000              1999
--------------------------------------------------------------------------------------------------------------
Aircraft Financing
  Boeing aircraft financing
<S>                                                                        <C>               <C>
      Finance leases                                                       $       946.7     $       744.7
      Operating leases                                                           1,083.6             470.0
      Notes receivable                                                             329.3              51.8
                                                                           -----------------------------------
                                                                                 2,359.6           1,266.5
                                                                           -----------------------------------
  Other commercial aircraft financing
      Finance leases                                                               117.8             119.8
      Operating leases                                                              20.7              21.3
      Notes receivable                                                               3.0               3.2
                                                                           -----------------------------------
                                                                                   141.5             144.3
                                                                           -----------------------------------
Commercial Finance
    Finance leases                                                                 513.3             508.3
    Operating leases                                                               318.0             336.9
    Notes receivable                                                               709.6             652.4
                                                                           -----------------------------------
                                                                                 1,540.9           1,497.6
                                                                           -----------------------------------
Other                                                                                0.5               0.6
                                                                           ===================================
                                                                           $     4,042.5     $     2,909.0
                                                                           ===================================
</TABLE>

New Business Volume

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

                                                                                   Three months ended
                                                                                       March 31,
(Dollars in millions)                                                            2000              1999
--------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>
Boeing aircraft financing                                                   $        2.0       $        -
Commercial finance                                                                  86.7             122.1
                                                                           -----------------------------------
                                                                            $       88.7             122.1
                                                                           ===================================
</TABLE>


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

                                                                              March 31,        December 31,
(Dollars in millions)                                                            2000              1999
--------------------------------------------------------------------------------------------------------------
Allowance for losses on financing receivables at beginning
<S>                                                                        <C>              <C>
    of year                                                                $        60.7    $        62.1
Provision for losses                                                                 2.3              7.4
Write-offs, net of recoveries                                                        -               (8.8)
Allowance acquired from Boeing                                                      85.1              -
                                                                          ====================================
Allowance for losses on financing receivables at end of
    period                                                                 $       148.1    $        60.7
                                                                          ====================================

Allowance as a percentage of total receivables                                       5.7%             2.9%

Net write-offs as percent of average receivables                                        - %           0.4%

More than 90 days delinquent:
    Amount of delinquent installments                                      $         4.1    $         0.1
    Total receivables due from delinquent obligors                                  71.9              0.8
    Total receivables due from delinquent obligors
       as a percentage of total receivables                                          2.7%             0.1%
</TABLE>

Receivable Write-offs, Net of Recoveries by Segment

Commercial aircraft financing had no net write-offs of receivables for the three
months ended March 31, 2000 or 1999. Commercial finance had no net write-offs of
receivables  for the three months ended March 31, 2000 and had net write-offs of
$5.4 million for the three months ended March 31, 1999.


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

         Form 8-K dated  April 13,  2000 to report  under Item 2, the  Portfolio
         acquisition  and  to  report  under  Item  7 the  pro  forma  financial
         information of the Portfolio acquisition.


<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, 2000                     /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)