Registration No. 333-59540 424 (b)(3)

                                     Pricing Supplement No:351 Cusip:14912LV65
                                     Dated:  August 20, 2002     
*	Caterpillar Financial Services Corporation

	Medium-Term Notes, Series F

	(Floating Rate)

	With Maturities of 9 Months or More from Date of Issue
	

Principal Amount:       Initial Interest Rate:        Proceed Amount:

$50,000,000          1.97% including the spread       $49,950,000

Original Issue Date:    Commission Fee:               Maturity Date:

08/26/2002                $50,000                      08/26/2004

	    

Dealer:	Index Maturity                 Spread +/-:

J.P. Morgan Securities Inc.    Monthly	+16

 

Specified Currency:     Option to Elect Payment       Authorized Denominations

x U.S. dollars          in U.S. dollars               (only applicable if

_ Other:___________     (only applicable if           Specified Currency is

                        Specified Currency is         other than U.S.

                        other than U.S. dollars):      N/A     

                           N/A                              

The Note is a:                                        Exchange Rate Agent         X Global Note                                     (if other than U.S.    

 Certificated Note                                Bank Trust, N.A.): N/A         (only applicable if

       Specified Currency                                

       is other than U.S. dollars) 	Spread Multiplier: N/A                                                                            

Interest Rate Basis of Bases: 1 Month LIBOR + 16 BPS 

LIBOR Source (only applicable if LIBOR Interest Rate Basis):

__Reuters       X Telerate

LIBOR Currency (only applicable if LIBOR Interest Rate Basis): U.S. Dollar

 

Maximum Interest Rate:  N/A	Interest Payment Period: Monthly

Interest Payment Dates: Coupons will pay/reset on the 26th of each month

	 (or next good Business day) modified following             convention. *Initial payment due 09/26/02.*
Minimum Interest Rate: N/A

Interest Rate Reset Option: _Yes X No

Optional Reset Dates (only applicable if option to reset spread or spread multiplier): N/A

Basis for Interest Rate Reset (only applicable if option to reset spread or spread multiplier): N/A

Minimum Interest Rate: N/A	Interest Payment Dates: N/A

Stated Maturity Extension Option: _ Yes X No

Extension Period(s) and Final Maturity Date (only applicable if option to extend stated maturity): N/A

Basis for Interest Rate During Extension Period (only applicable if option to extend stated maturity): N/A

Historical Exchange Rate (only applicable if Specified Currency other than U.S. dollars): N/A

Interest Payment Dates: Coupons will pay/reset on the 26th day of each month

	 (or next good Business day) modified following                               convention. *Initial payment due 09/26/02.*
 

 

Interest Determination Dates: Two London business days prior to the reset date.

Calculation Agent (if other than U.S. Bank Trust, N.A.): N/A 

Original Issue           Total Amount of OID: N/A    Terms of Amortizing     Discount Note:                                       Notes:  N/A

 Yes     x No          Issue Price (expressed                 

                         as a percentage of    

                         aggregate principal 

                         amount): 100%

Redemption Date(s) (including                        Redemption Price(s): N/A any applicable regular or                             

special record dates): N/A

	                             

Repayment Date(s) (including                         Repayment Price(s): N/A any applicable regular or

special record dates): N/A

Other Terms: N/A

     The interest rates on the Notes may be changed by Caterpillar Financial Services Corporation from time to time, but any such change will not affect the interest rate on any Note offered prior to the effective date of the change.  Prior to the date of this Pricing Supplement, $2407.465 mm principal amount of the Notes had been sold at interest rates then in effect. 

	_________________________________
**	Pricing Supplement to Prospectus Supplement dated June 15, 2001

	and Prospectus dated May 23, 2001***