**EXHIBIT 31.2**

 

CERTIFICATION

(pursuant to Rules 13a-15(e) of the Securities Exchange Actof 1934, as adopted pursuant to

Section302 of the Sarbanes-Oxley Act of 2002)

 

I, Russell A. Evans, certify that:

1.                                       I have reviewed this Quarterly Report on Form10-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, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the issuer as of, and for, the periods presented in thisreport;

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 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)                                     (omitted pursuant toSEC Release No. 33-8238);

c)                                      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

d)                                     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 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 the issuer’s internal control over financial reporting.

 

 
| October 27, 2004 |                                        |
|----------------------------|---------------------------------------------|
|                       | /S/ RUSSELL A. EVANS                        |   |
|                       | Russell A. Evans                            |
|                       | Vice President and Chief  Financial Officer |

 

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