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

                                     Pricing Supplement No:346 Cusip:14912LV32
                                     Dated: June 3, 2002     
*	Caterpillar Financial Services Corporation

	Medium-Term Notes, Series F

	(Fixed Rate)

	With Maturities of 9 Months or More from Date of Issue
	Interest payable each June 15 and December 15 and at Maturity
Principal Amount:       Interest Rate:                Proceed Amount:

$50,000,000                4.38%                       $49,875,000

Original Issue Date:    Commission Fee:               Maturity Date:

06/05/2002                $125,000                      06/15/2005

	    

Dealer:

J.P. Morgan Securities Inc. has acted as Principal

 

 

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 First    

 Certificated Note                                Trust New York): N/A         (only applicable if

       Specified Currency                                

       is other than U.S. dollars)                                                                             

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): variable price reoffer

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

Interest Rate Reset Option:  _ Yes    X No

Optional Reset Dates (only applicable if option to reset interest rate):  N/A

Basis for Interest Rate Reset (only applicable if option to reset interest rate): 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

     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, $2197.465 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***