United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                  Form 10-Q/A

|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)


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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.



                                   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)