**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, Russell A. Evans, certify that:

 

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

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the issuer as of, and for, the periods presentedin 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 controls and procedures to be designedunder our supervision, to ensure that material information relating to theissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

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 theissuer’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the issuer’s internal control overfinancial reporting; 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.

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

 

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