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 June 30, 1997

                                       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.)

     4060 Lakewood Boulevard, 6th Floor o Long Beach, California 90808-1700
                    (Address of principal executive offices)

                                 (562) 627-3000
              (Registrant's telephone number, including area code)

                      McDonnell Douglas Finance Corporation
                   (Former name if changed since last report)


  ---------------------------------------------------------------------------

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 August 14, 1997:                     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>


                                Table of Contents




                                                                          Page

Part I          Financial Information

    Item 1.     Financial Statements..........................................3

    Item 2.     Management's Analysis of Results of Operations *..............8

Part II         Other Information

    Item 1.     Legal Proceedings.............................................9

    Item 2.     Changes in Securities **

    Item 3.     Defaults Upon Senior Securities **

    Item 4.     Submission of Matters to a Vote of Security Holders **

    Item 5.     Other Information.............................................9

    Item 6.     Exhibits and Reports on Form 8-K.............................12











----------------
*    Management's  Analysis  of  Results  of  Operations  included  in  lieu  of
     Management's  Discussion and Analysis of Financial Condition and Results of
     Operations,  which is omitted  pursuant to General  Instruction  H(1)(a) to
     Form 10-Q.

  ** Omitted pursuant to General Instruction H(1)(b) to Form 10-Q.


<PAGE>



                                     Part I

Item 1.         Financial Statements

Boeing Capital Corporation and Subsidiaries
Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                               June 30,            December 31,
(Dollars in millions, except stated value and par value)                         1997                  1996
--------------------------------------------------------------------------------------------------------------------
 
ASSETS
    Financing receivables:
<S>                                                                          <C>                   <C>
       Investment in finance leases                                          $     1,593.5         $     1,631.2
       Notes receivable                                                              258.6                 308.9
                                                                         -------------------------------------------
                                                                                   1,852.1               1,940.1
       Allowance for losses on financing receivables                                 (52.4)                (48.6)
                                                                         -------------------------------------------
                                                                                   1,799.7               1,891.5
    Cash and cash equivalents                                                         13.9                  16.9
    Equipment under operating leases, net                                            692.3                 689.5
    Equipment held for sale or re-lease                                               26.8                  14.0
    Other assets                                                                      56.1                  41.7
                                                                         -------------------------------------------
                                                                             $     2,588.8         $     2,653.6
                                                                         ===========================================

LIABILITIES AND SHAREHOLDER'S EQUITY
    Short-term notes payable                                                 $       173.7         $       161.3
    Accounts payable and accrued expenses                                             34.0                  47.7
    Accounts with McDonnell Douglas Corporation                                        8.1                   -
    Other liabilities                                                                100.9                  90.0
    Deferred income taxes                                                            364.2                 340.2
    Long-term debt:
       Senior                                                                      1,478.9               1,594.1
       Subordinated                                                                   79.8                  94.8
                                                                         -------------------------------------------
                                                                                   2,239.6               2,328.1
                                                                         -------------------------------------------

    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                                                 89.5                  89.5
       Income retained for growth                                                    204.7                 181.0
                                                                         -------------------------------------------
                                                                                     349.2                 325.5
                                                                         ===========================================
                                                                             $     2,588.8         $     2,653.6
                                                                         ===========================================


See notes to consolidated financial statements.
</TABLE>

<PAGE>


Boeing Capital Corporation and Subsidiaries
Consolidated Statement of Income and Income Retained for Growth

<TABLE>
<CAPTION>


                                                                 Three months ended           Six months ended
                                                                      June 30,                    June 30,
(Dollars in millions)                                            1997          1996          1997          1996
============================================================ ============= ============= ============= =============

OPERATING INCOME
<S>                                                            <C>           <C>           <C>           <C>      
    Finance lease income                                       $    35.0     $    29.1     $    70.6     $    57.3
    Interest income on notes receivable                              6.6           5.6          13.6          11.5
    Operating lease income, net of depreciation expense             14.0          14.3          27.7          26.3
    Net gain on disposal or re-lease of assets                       1.3           2.2           4.1          10.3
    Other                                                            1.3           1.4           2.9           2.6
                                                             ------------- ------------- ------------- -------------
                                                                    58.2          52.6         118.9         108.0
                                                             ------------- ------------- ------------- -------------

EXPENSES
    Interest expense                                                31.0          30.1          64.2          57.0
    Provision for losses                                             2.3           3.9           5.8           7.3
    Operating expenses                                               2.6           3.0           5.7           6.1
    Other                                                            2.3           0.7           3.3           1.2
                                                             ------------- ------------- ------------- -------------
                                                                    38.2          37.7          79.0          71.6
                                                             ------------- ------------- ------------- -------------
Income before taxes on income                                       20.0          14.9          39.9          36.4
Provision for income taxes                                           7.3           5.3          14.5          13.0
                                                             ------------- ------------- ------------- -------------
Net income                                                          12.7           9.6          25.4          23.4
Income retained for growth at beginning of period                  192.9         148.6         181.0         135.7
Dividends                                                           (0.9)         (0.8)         (1.7)         (1.7)
                                                             ------------- ------------- ------------- -------------
Income retained for growth at end of period                    $   204.7     $   157.4     $   204.7     $   157.4
                                                             ============= ============= ============= =============
                                                                                                       -------------

See notes to consolidated financial statements.
</TABLE>

<PAGE>


Boeing Capital Corporation and Subsidiaries
Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                  Six months ended June 30,
(Dollars in millions)                                                             1997                 1996
--------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                           <C>                  <C>          
    Net income                                                                $        25.4        $        23.4
    Adjustments to reconcile net income to net cash provided by
       (used in) operating activities:
       Depreciation expense - equipment under operating leases                         29.2                 28.1
       Net gain on disposal or re-lease of assets                                      (4.1)               (10.3)
       Provision for losses                                                             5.8                  7.3
    Change in assets and liabilities:
       Accounts with McDonnell Douglas Corporation                                      8.1                 16.7
       Other assets                                                                   (14.4)                (9.6)
       Accounts payable and accrued expenses                                          (13.7)                (1.5)
       Other liabilities                                                               10.9                  2.8
       Deferred income taxes                                                           24.0                 15.1
    Other, net                                                                         (0.3)                (0.5)
                                                                          ------------------------------------------
                                                                                       70.9                 71.5
                                                                          ------------------------------------------
INVESTING ACTIVITIES
    Net change in short-term notes and leases receivable                               (0.1)                (0.4)
    Purchase of equipment for operating leases                                        (62.0)              (258.5)
    Proceeds from disposition of equipment, notes and leases receivable                23.7                 38.3
    Collection of notes and leases receivable                                         147.9                 90.9
    Acquisition of notes and leases receivable                                        (63.5)              (179.7)
                                                                          ------------------------------------------
                                                                                       46.0               (309.4)
                                                                          ------------------------------------------

FINANCING ACTIVITIES
    Net change in short-term borrowings                                                12.4                 38.3
    Debt having maturities more than 90 days:
       Proceeds                                                                        60.0                312.1
       Repayments                                                                    (190.6)              (107.9)
    Payment of cash dividend                                                           (1.7)                (1.7)
                                                                          ------------------------------------------
                                                                                     (119.9)               240.8
                                                                          ------------------------------------------
Increase (decrease) in cash and cash equivalents                                       (3.0)                 2.9
Cash and cash equivalents at beginning of year                                         16.9                 12.6
                                                                          ==========================================
Cash and cash equivalents at end of period                                    $        13.9        $        15.5
                                                                          ==========================================

See notes to consolidated financial statements.
</TABLE>



<PAGE>


Boeing Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements


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
(formerly  McDonnell Douglas  Financial  Services  Corporation),  a wholly-owned
subsidiary of McDonnell  Douglas  Corporation  ("McDonnell  Douglas"),  which in
turn, as of August 1, 1997, is  wholly-owned  by The Boeing Company  ("Boeing").
The accompanying  unaudited consolidated financial statements have been prepared
by the Company in accordance with generally accepted  accounting  principles 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 generally accepted accounting  principles 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 sheet and the related consolidated statements of income
and income retained for growth and cash flows for the interim periods presented.
Operating  results  for the  six-month  period  ended  June  30,  1997,  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997. 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, 1996.

Certain 1996 amounts have been reclassified to conform to the 1997 presentation.


Note 2 -- Credit Agreements and Long-Term Debt

The  provisions  of various  credit and debt  agreements  require the Company to
maintain a minimum net worth,  restrict  indebtedness,  and limit cash dividends
and other distributions.  Under the most restrictive provision, $91.6 million of
the Company's income retained for growth was available for dividends at June 30,
1997.


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 allegations and that the litigation will
have  no  material  adverse  effect  on the  Company's  earnings,  cash  flow or
financial condition.

A number of other legal proceedings and claims are p 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.

Trans World Airlines,  Inc. ("TWA")  accounted for $239.0 million (9.4% of total
Company  portfolio) and $249.5 million (9.5% of total Company portfolio) at June
30, 1997, and December 31, 1996, respectively.  TWA continues to operate under a
reorganization  plan,  confirmed by the United States  Bankruptcy Court in 1995,
that  restructured its indebtedness and leasehold  obligations to its creditors.
In addition,  TWA continues to face financial and operational  challenges due in
part to an airliner  crash in July 1996 and  turnover of key  management,  which
occurred  during 1996.  Additionally,  TWA's  independent  auditors  included an
explanatory paragraph in their "Independent Auditors' Report" for TWA's December
31,  1996  financial  statements,  expressing  "substantial  doubt"  about TWA's
ability to continue as a going concern. McDonnell Douglas provides guaranties to
the Company for certain  obligations  of TWA under the various lease  agreements
between the Company and TWA. At June 30, 1997,  the maximum  aggregate  coverage
under such guaranties was $42.1 million. In addition, McDonnell Douglas provides
supplemental  guaranties in favor of the Company for up to an  additional  $10.0
million  of  the  Company's  financings  to  TWA.  These  guaranties  supplement
individual  guaranties  provided by McDonnell Douglas with respect to certain of
the Company's  financings  to TWA to the extent that the  estimated  fair market
value of the financings (after applying the individual  guaranties) is less than
the net asset value of the financings on the Company's  books.  The supplemental
guaranties  terminate  in  March  1998.  TWA has  reported  relatively  low cash
reserves of $102.6  million as of June 30, 1997,  compared to $304.4  million at
June 30, 1996. The  reorganization  plan and TWA's current  financial  condition
have  not  had  and,  assuming  TWA's  financial   condition  does  not  further
deteriorate  such that TWA ceases to make timely  payments on its obligations to
the Company, are not expected to have a material adverse effect on the Company's
earnings, cash flow, or financial position.

A United States-based operator of commuter aircraft is in arrears in the payment
of rent under the lease of two Embraer Brasilia commuter  aircraft.  The Company
and the airline have agreed to a lease amendment which restructures repayment of
the delinquent sums as well as future lease rentals.  The net asset value of the
aircraft leased to this airline at June 30, 1997, totaled $14.7 million.  Taking
into account the available  allowance for losses, the Company does not expect to
suffer a  material  adverse  impact on its  earnings,  cash flow,  or  financial
condition on the account of this transaction.

At June 30,  1997,  the Company  had  commitments  to provide  leasing and other
financing totaling $156.2 million.

The $50.0  million  aircraft  purchase  bridge  facility  made  available by the
Company to ValuJet Airlines,  Inc.  ("ValuJet") expires upon delivery to ValuJet
of the first scheduled new McDonnell Douglas MD-95 aircraft,  presently expected
to occur in 1999. Borrowings under this agreement must be repaid within 180 days
and the interest rate is based on the London Interbank  Offering Rate ("LIBOR").
There were no amounts  outstanding  under this  agreement at June 30,  1997,  or
December 31,  1996.  In July 1997,  ValuJet and Airways  Corp.  announced  their
intent to merge. The transaction is expected to be completed in November 1997.

In conjunction with prior asset dispositions and certain guaranties, at June 30,
1997, the Company was subject to a maximum  recourse of $69.8 million.  Based on
trends to date,  the Company's  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 June 30,  1997,  the Company had  guaranteed  the  repayment of $6.4
million in capital lease obligations associated with a 50% partner.


Item 2.       Management's Analysis of Results of Operations

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) and  involve  risk and  uncertainty.
Certain  statements  in  this  Form  10-Q,  and  particularly  in  Note 3 to the
financial  statements  set  forth in Item 1 of Part I, and in Item 1 of Part II,
may contain forward-looking  information.  The subject matter of such statements
may include, but not be limited to, the Boeing-McDonnell  Douglas merger and its
possible effects, 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 impact of
the  Boeing-McDonnell   Douglas  merger  and  the  Company's  relationship  with
McDonnell Douglas as well as its new ultimate shareholder, decisions made by the
newly constituted Board of Directors, the capital equipment requirements of U.S.
and foreign  businesses,  capital  availability and cost, changes in law and tax
benefits,   competition  from  other  financial   institutions,   the  Company's
successful  execution  of  internal  operating  plans,  defaults  by  customers,
regulatory uncertainties, and legal proceedings.

As  described  under Item 5 below,  the Board of  Directors  of the  Company was
reconstituted following the consummation of the Boeing-McDonnell Douglas merger.
The new Board  intends  to  conduct a  detailed  review of the  Company  and its
assets, corporate structure, strategy,  capitalization,  operations, properties,
policies,  management and personnel and to consider what, if any,  changes would
be desirable in light of the  circumstances  then  existing,  and may thereafter
determine to implement such changes.

Finance  lease income  increased  $13.3  million  (23.2%) from the first half of
1996,  primarily  attributable to the financings of two MD-11 aircraft funded in
late  December  1996 and the March 1996  financing of two MD-90  aircraft  under
finance lease agreements.

Interest on notes receivable  increased $2.1 million (18.3%) from the first half
of  1996,  primarily  attributable  to  increased  volume  in  1996  within  the
commercial equipment leasing portfolio.

Net gain on disposal or re-lease of assets  decreased $6.2 million  (60.2%) from
the first half of 1996,  attributable  primarily  to decreased  equipment  sales
within the commercial equipment leasing portfolio.

Interest  expense  increased  $7.2 million  (12.6%) from the first half of 1996,
attributable  to a higher level of borrowings in 1997,  resulting from increased
financing activity in 1996.

Provision for losses  decreased  $1.5 million  (20.5%) in the first half of 1997
primarily attributable to the Company's determination that additional provisions
for losses  relating to the  commercial  aircraft  portfolio  in excess of those
previously  provided were not necessary or appropriate during that period and to
a decrease in new aircraft lease volume,  which  aggregated  $1.6 million in the
first half of 1997,  compared to aircraft  lease volume of $270.4 million in the
first half of 1996.

Other  expenses  increased  $2.1  million  (175.0%)  primarily  attributable  to
maintenance expenses equal to approximately $1.8 million on an airplane that was
repossessed in March 1997.



                                     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 allegations and that the litigation will
have  no  material  adverse  effect  on the  Company's  earnings,  cash  flow or
financial condition.

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.

Item 5.       Other Information

Summarized below is information on the effects of the  Boeing-McDonnell  Douglas
merger, the Company's borrowing  operations,  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 business unit.

The Effects of the Boeing-McDonnell Douglas Merger

On August 1, 1997,  the  Boeing-McDonnell  Douglas  merger was  consummated.  An
immediate result is that McDonnell  Douglas is now a wholly-owned  subsidiary of
Boeing and in turn the Company's new ultimate  shareholder is Boeing.  Following
the  merger,  on August 8,  1997,  the Board of  Directors  of the  Company  was
reconstituted  by the  resignations of F. Mark Kuhlmann,  Walter J. Orlowski and
James F. Palmer,  and by the election of Theodore J. Collins,  Boyd E. Givan and
David A. Jaeger as new members of the Board.  On that same date the new Board of
Directors  adopted a  resolution  to change  the name of the  Company  to Boeing
Capital  Corporation.  The name change became effective on August 12, 1997, upon
the filing of the amendment to the Company's  certificate of incorporation  with
the  Secretary  of State of  Delaware.  As of the date  hereof,  Boeing  and the
Company have not entered into an operating agreement and the Operating Agreement
between the Company  and  McDonnell  Douglas  remains in effect.  Likewise,  the
informal  arrangement which entitles the Company to rely upon the realization of
tax benefits for the portion of projected  taxable earnings of McDonnell Douglas
allocated to the Company remains in effect. There can be no assurance,  however,
that these (and other) intercompany arrangements will not change as time permits
the  Company's new Board  members and ultimate  shareholder  to study and become
more  familiar with these working  arrangements.  The many possible  longer term
effects of the merger on the  Company  (for  example,  decisions  regarding  the
strategic  value of the Company to Boeing,  the impact of the merger on residual
values of  aircraft  in the  Company's  portfolio,  and the effect of  decisions
relating  to the  financing  of Boeing  aircraft)  are  currently  unknown  and,
therefore, cannot be quantified at this time.


Borrowing Operations - Updated Credit Ratings

Under the discussion of Borrowing Operations,  the Company's Report on Form 10-K
dated  December 31, 1996 states that on December  16,  1996,  as a result of the
Boeing-McDonnell  Douglas  merger,  the rating  agencies  placed the  Company on
review with positive  implications.  On July 17, 1997, Moody's Investors Service
said that it upgraded the ratings of Boeing and  McDonnell  Douglas but that the
ratings  for the  Company  remain  under  review for  possible  upgrade  because
"critical  questions  regarding the strategic value and future business plan for
the Company remain unanswered."

On July 31,  1997,  Standard & Poor's  raised its  ratings on Boeing,  McDonnell
Douglas and the Company.  The Company's  senior unsecured debt rating was raised
to AA from A- and its subordinated  debt rating was raised to AA- from BBB+. The
Company's commercial paper rating was raised to A-1+ from A-2. Standard & Poor's
stated that "The upgrade on McDonnell Douglas Finance  Corporation  reflects the
benefits  of the  merger,  including  the 100%  indirect  ownership  by Boeing."
Standard & Poor's also stated that "the finance unit's ratings are not equalized
with those of Boeing because there is some  uncertainty  about the strategic fit
of financial services in Boeing's long-term business mix."

As of July 25,  1997,  the  Company is no longer  rated by Duff & Phelps  Credit
Rating Company because  McDonnell  Douglas is no longer rated as a result of the
Boeing-McDonnell Douglas merger.

Although security ratings impact the rate at which the Company can borrow funds,
a security rating is not a recommendation  to buy, sell or hold  securities.  In
addition,  a security rating is subject to revision or withdrawal at any time by
the  assigning   rating   organization  and  each  rating  should  be  evaluated
independently of any other rating.


Portfolio Balances

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

                                                                                June 30,         December 31,
(Dollars in millions)                                                             1997               1996
------------------------------------------------------------------------------------------------------------------
Aircraft Financing
    McDonnell Douglas aircraft financing
<S>                                                                           <C>                <C>         
       Finance leases                                                         $    1,110.2       $    1,132.6
       Operating leases                                                              361.6              402.0
       Notes receivable                                                               61.9               82.9
                                                                           ---------------------------------------
                                                                                   1,533.7            1,617.5
                                                                           ---------------------------------------
    Other commercial aircraft financing
       Finance leases                                                                133.5              136.9
       Operating leases                                                               53.8               56.0
       Notes receivable                                                                4.5                4.5
                                                                           ---------------------------------------
                                                                                     191.8              197.4
                                                                           ---------------------------------------
Commercial Equipment Leasing
    Finance leases                                                                   349.8              361.7
    Operating leases                                                                 276.9              231.5
    Notes receivable                                                                 163.6              176.6
                                                                           ---------------------------------------
                                                                                     790.3              769.8
                                                                           ---------------------------------------
Other                                                                                 28.6               44.9
                                                                           ---------------------------------------
                                                                              $    2,544.4       $    2,629.6
                                                                           =======================================
</TABLE>


New Business Volume

New business  volume for the  Company's  two business  segments is summarized as
follows:
<TABLE>
<CAPTION>

                                                                             Six months ended     Six months ended
                                                                                 June 30,             June 30,
                                                                           ------------------------------------------
(Dollars in millions)                                                              1997                 1996
<S>                                                                            <C>                  <C>       
McDonnell Douglas aircraft financing                                           $       1.6          $    270.4
Commercial equipment leasing                                                         111.0               167.5
                                                                           ------------------------------------------
                                                                               $     112.6          $    437.9
                                                                           ==========================================
</TABLE>


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

                                                                                 June 30,          December 31,
                                                                           ----------------------------------------
(Dollars in millions)                                                              1997                1996
<S>                                                                            <C>                  <C>      
Allowance for losses on financing receivables at beginning
  of year                                                                      $     48.6           $     42.3
Provision for losses                                                                  5.8                 14.2
Write-offs, net of recoveries                                                        (0.8)                (6.0)
Other                                                                                (1.2)                (1.9)
                                                                           ----------------------------------------
Allowance for losses on financing receivables at end of
  period                                                                       $     52.4           $     48.6
                                                                           ========================================

Allowance as percent of total portfolio                                               2.1%                 1.8%

Net write-offs (recoveries) as percent of financing receivables                       0.1%                 0.3%

More than 90 days delinquent:
  Amount of delinquent installments                                            $      2.7           $      2.1
  Total receivables due from delinquent obligors                                     16.2                 23.4
  Total receivables due from delinquent obligors
     as a percentage of total portfolio                                               0.6%                 0.9%

</TABLE>

Receivable Write-offs, Net of Recoveries by Business Unit

The  following  table  summarizes  the  writeoffs  (recoveries)  of  each of the
Company's continuing businesses:
<TABLE>
<CAPTION>

                                                                             Six months ended     Six months ended
                                                                                 June 30,             June 30,
(Dollars in millions)                                                              1997                 1996
<S>                                                                            <C>                  <C>        
Commercial aircraft financing                                                  $         -          $         -
Commercial equipment leasing                                                   $        (0.3)       $         0.6

</TABLE>

Item 6.       Exhibits and Reports on Form 8-K

A.   Exhibits

         Exhibit 3(i) Amendment to Certificate of  Incorporation of the Company,
dated August 11, 1997.

         Exhibit 12 Computation of ratio of income to fixed charges.

         Exhibit 27 Financial Data Schedule.

B.   Reports on Form 8-K

     None.


                                   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


August 14, 1997                        /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)