SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                   
                               FORM 10-K
                                   
(Mark One)
[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1996 Commission File No. 0-13295
                                   
                                  OR
                                   
[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

              CATERPILLAR FINANCIAL SERVICES CORPORATION
        (Exact name of Registrant as specified in its charter)

            Delaware                                       37-1105865
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification
Number)

         3322 West End Avenue
         Nashville, Tennessee                           37203-0983
(Address of principal executive offices)                   (Zip Code)
  Registrant's telephone number, including area code:  (615) 386-5800

      Securities registered pursuant to Section 12(b) of the Act:
                                   
      Title of each class                     Exchange
    7.28% Notes due January 1998       New York Stock Exchange
    6.19% Notes due April 2000         New York Stock Exchange
                                   

      Securities registered pursuant to Section 12(g) of the Act:

                Common Stock, par value $1.00 per share
                           (Title of class)


     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 (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes  X      No

     Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [  ]  Not Applicable.

     At December 31, 1996, there was one share of common stock of the
Registrant outstanding, which is owned by Caterpillar Inc.

     The Registrant complies with the conditions set forth in General
Instruction (J)(1)(a) and (b) of Form 10-K and is therefore filing this
Form with the reduced disclosure format.

                  Documents Incorporated by Reference
1996                               None



PART I.

Item 1.  Business

General

     Caterpillar Financial Services Corporation (the "Company") is a
wholly owned finance subsidiary of Caterpillar Inc. ("Caterpillar").
The Company and its subsidiaries are principally engaged in the
business of financing sales and leases of Caterpillar products and
non-competitive related equipment through Caterpillar dealers and are
also engaged in extending loans to Caterpillar customers and dealers
around the world.  Unless the context otherwise requires, the term
"Company" includes subsidiary companies.

     The Company's business is largely dependent upon the ability of
Caterpillar dealers to generate sales and leasing activity, the
willingness of the customers and the dealers to enter into financing
transactions with the Company, and the availability of funds to the
Company to finance such transactions.  Additionally, the Company's
business is affected by changes in market interest rates, which, in
turn, are related to general economic conditions, demand for credit,
inflation, governmental policies, competition, and other factors.

     The Company's retail financing business is highly competitive.
Financing for users of Caterpillar products is available through a
variety of competitive sources, principally commercial banks and
finance and leasing companies.  The Company emphasizes prompt and
responsive service to meet customer requirements and offers various
financing plans designed to increase the opportunity for sales of
Caterpillar products and generate financing income for the Company.
In addition, the Company's competitive position is improved by
merchandising programs of Caterpillar, its subsidiaries, and/or
Caterpillar dealers.

     The following types of retail financing plans are currently
offered:

               Installment sale contracts.  The Company finances
          retail sales of equipment under installment sale contracts
          with terms generally from one to six years.  Such contracts
          may be entered into (i) by dealers with their customers and
          assigned to the Company, or (ii) by the Company directly
          with equipment users.

               Tax-oriented leases.  Under these leases, the Company
          is considered to be the owner of the equipment for tax
          purposes during the term of the lease (generally from two
          to seven years, except for special engine or turbine
          applications which may range up to 20 years).  For
          financial accounting purposes, these leases are classified
          as either financing or operating leases depending upon the
          specific characteristics of the lease.  The Company
          establishes a specific residual value on each product
          leased based on various factors including the use and
          application, price, product type, and lease term.
          Generally, the lessee, at the end of the lease term, may
          continue to lease the product or purchase the product for
          its fair market value.  The profitability of these leases
          is affected by the Company's ability to realize estimated
          residual values upon selling or re-leasing the equipment at
          the termination of the leases.

               Non-tax (financing) leases.  Under these leases, the
          lessee is considered to be the owner of the equipment for
          tax and financial accounting purposes during the term of
          the lease (generally from one to seven years).  For
          financial accounting purposes, these leases are classified
          as financing leases.  The lessee customarily has a fixed
          price purchase option exercisable upon expiration of the
          lease term or will be required to purchase the equipment at
          the end of the lease term.

               Customer and dealer loans.  The Company offers loans
          for working capital and other business purposes to
          Caterpillar customers and dealers meeting the Company's
          credit requirements.  The loans may be secured or unsecured
          and are for terms generally ranging from two to ten years.

               Governmental lease-purchase contracts.  The Company
          finances sales of products to cities, counties, states, and
          other qualified governmental bodies for terms generally
          from two to seven years.  In general, this form of
          financing is subject to termination if the governmental
          body does not appropriate funds for future payments.  The
          reduced interest rate in these transactions reflects the
          fact that interest income is not subject to federal income
          tax.

     The Company also provides wholesale financing of Caterpillar
dealer rental fleets and inventory.  The product being financed is
required to be fully insured against physical damage.  The amount of
credit extended by the Company for each machine is generally limited
to the invoice price of the new equipment.  Maturities for inventory
financing generally range from one to six months.  The stated
maturity of rental fleet financings is generally 36 months, however,
the Company's experience has been that most terminate within six
months.

     The percentages of the total value of the Company's portfolio
represented by these financing plans at December 31 of the past three
years were as follows:


                                  1996        1995       1994
Retail Financing:                                          
    Non-tax (financing)           26%         22%         20%
leases
    Installment sale              20%         20%         23%
contracts
    Tax-oriented leases           19%         20%         19%
    Customer loans                19%         19%         18%
    Dealer loans                   6%          6%         6%
    Government lease-purchase      3%          3%         3%
contracts
Wholesale Financing:               7%         10%         11%

     The Company periodically offers below-market-rate financing to
customers which is subsidized by Caterpillar, its subsidiaries,
and/or Caterpillar dealers.  In all such cases, the cost of such
subsidies is borne totally by Caterpillar, its subsidiaries, and/or
the dealer (and not by the Company) and is settled at the time each
transaction is executed.

     Tax-oriented leases and governmental lease-purchase contracts
are generally offered at fixed interest rates and fixed rental
payments.  Non-tax (financing) leases, installment sale contracts,
and customer and dealer loans are offered at either fixed or floating
interest rates.  Approximately 80% of the Company's portfolio
involves financing with fixed interest rates.  In order to reduce the
impact of interest rate and maturities mismatches on its operations,
the Company has a match funding policy of structuring the maturities
of a substantial percentage of its borrowed funds over periods which
closely correspond to the maturities of its portfolio.

     The Company provides financing only when acceptable credit
standards and criteria are met.  Decisions regarding credit
applications are based upon the customer's credit history and
financial strength, the intended use of the equipment being financed,
and other considerations.  In general, the Company obtains a security
interest in the equipment under retail financing.  Additionally,
approximately eight percent of the total value of the Company's
portfolio (excluding loans to dealers) includes recourse to a dealer.

     Management closely monitors past due accounts and regularly
evaluates the collectibility of receivable balances.  The Company
maintains an allowance for credit losses which it believes is
sufficient to cover uncollectible accounts.  Once it has been
determined by management that it is probable that a portion of the
receivable is not considered to be collectible, Company policy is to
write off against such allowance that portion of the outstanding
receivable which is estimated to not be recoverable.  Management
believes the allowance for credit losses at December 31, 1996 is
sufficient to provide for any losses which may be sustained on
outstanding receivables.  For more information on receivables and the
allowance for credit losses, see Note 2 of the Notes to the
Consolidated Financial Statements.

     The following table summarizes the Company's delinquency
experience showing past-due receivables as a percentage of total
receivables:

                       Delinquency Experience
                                                        December 31,
                                  
                                            1996    1995   1994
     Past due 31 to 60 days                 0.7%    0.6%   0.5%
     Past due over 60 days                  1.4%    1.4%   1.7%

     At December 31, 1996, the largest single customer (non-dealer)
account represented 1.2% of the Company's portfolio and the five
largest such customer (non-dealer) accounts represented 5.2% of the
portfolio.  With respect to dealer financing, at December 31, 1996,
the largest single dealer account represented 2.0% of the Company's
portfolio and the five largest such dealer accounts collectively
represented 6.8% of the portfolio.  In the opinion of the Company,
the loss of the business represented by any one of these accounts
would not have a material adverse effect on the Company's overall
business.

Relationship with Caterpillar

     Caterpillar provides the Company with certain operational and
financial support which is integral to the conduct of the Company's
business.  The employees of the Company are covered by various
benefit plans, including pension/post-retirement plans, administered
by Caterpillar.  The Company reimburses Caterpillar for these and
certain other corporate services.  For more information on payments
for services, see Note 10 of the Notes to the Consolidated Financial
Statements.

     The Company, in conjunction with Caterpillar and its
subsidiaries, offers below-market-rate financing to customers under
certain merchandising programs.  Caterpillar, at the outset of the
transaction, remits to the Company an amount equal to the present
value of the interest differential which is recognized as income over
the term of the contracts.  For more information on the interest
differential payments, see Note 10 of the Notes to the Consolidated
Financial Statements.

     The Company has agreements with a subsidiary of Caterpillar to
purchase, at a discount, some or all of this subsidiary's receivables
generated by sales of products to certain Caterpillar dealers in
Europe.  These wholesale receivable purchases in 1996, 1995, and 1994
totaled $397.3 million, $330.7 million, and $190.9 million,
respectively.

     Through December 31, 1996, Caterpillar had invested a total of
$345.0 million in the equity of the Company.  The Company and
Caterpillar also have an agreement (the "Support Agreement") which
provides, among other things, that Caterpillar will (i) remain,
directly or indirectly, the sole owner of the Company, (ii) ensure
that the Company maintains a tangible net worth of at least $20.0
million, (iii) permit the Company to use (and the Company is required
to use) the name "Caterpillar" in the conduct of its business, and
(iv) ensure that the Company maintains a ratio of earnings and
interest expense (as defined) to interest expense of not less than
1.15 to 1.  The Support Agreement provides that it may be modified,
amended, or terminated by either party.  However, no such
modification or amendment, which adversely affects the holders of any
debt outstanding at the execution thereof, is binding on or in any
manner becomes effective with respect to (i) any then outstanding
commercial paper, or (ii) any other debt then outstanding unless such
modification or amendment is approved in writing by the holders of 66-
2/3% of the aggregate principal amount of such other debt.  The
obligations of Caterpillar under the Support Agreement are to the
Company only and are not directly enforceable by any creditor of the
Company, nor do such obligations constitute a guarantee by
Caterpillar of the payment of any debt or obligation of the Company.

     To supplement external debt financing sources, the Company has
variable amount lending agreements with Caterpillar (including two of
its subsidiaries). Under these agreements, which may be amended from
time to time, the Company may borrow up to $739.8 million from
Caterpillar, and Caterpillar may borrow up to $239.8 million from the
Company.  All of the variable amount lending agreements are effective
for indefinite terms and may be terminated by either party upon 30
days notice.  At December 31, 1996 and 1995, the Company had
borrowings with Caterpillar totaling $150.0 million and $475.5
million respectively,(see Note 6 of the Notes to the Consolidated
Financial Statements), but had no loans receivable under these
agreements.  At December 31, 1994, the Company had no outstanding
borrowings or loans receivable under these agreements.

     The Company has a tax sharing agreement with Caterpillar in
which  Caterpillar collects from or pays to the Company its allocated
share of any consolidated U.S. income tax liability or credit
applicable to any period for which the Company is included as a
member of the consolidated group.  A similar agreement exists between
Caterpillar Financial Australia Limited and Caterpillar of Australia
Ltd. with respect to taxes payable in Australia.

Item 2.  Properties

     At December 31, 1996, the Company's principal executive offices
were located at 3322 West End Avenue, Nashville, Tennessee.  The
Company had additional offices in or near Phoenix, Arizona; Dallas,
Texas; Atlanta, Georgia; Baltimore, Maryland; Chicago, Illinois; Las
Vegas, Nevada; Nashville, Tennessee; Melbourne, Australia; Calgary,
Alberta; Toronto, Ontario; Munich, Germany; Leipzig, Germany;
Stockholm, Sweden; Oslo, Norway; Copenhagen, Denmark; Paris, France;
London, England; Madrid, Spain; Lisbon, Portugal; Mexico City,
Mexico; Dublin, Ireland; Singapore; and Santiago, Chile. All offices
are leased, with the exception of the Mexico City office which was
purchased in 1996. For more information on leases, see Note 11 of the
Notes to the Consolidated Financial Statements.

Item 3.  Legal Proceedings

     The Company is a party to various litigation matters and claims,
and, while the results of litigation and claims cannot be predicted
with certainty, management believes the final outcome of such matters
and claims will not have a material adverse effect on its
consolidated financial position.

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

     Information for this Item 4 is not required.  See General
Instruction J.

PART II.

Item 5.  Market for Registrant's Common Equity and Related
Stockholder Matters

     The Company's common stock is owned entirely by Caterpillar and
is not publicly traded.  In its three most recent fiscal years, the
Company has not declared or paid cash dividends on its common stock.

Item 6.  Selected Financial Data

     Information on this Item 6 is not required.  See General
Instruction J.

Item 7.  Management's Discussion and Analysis of Financial Condition
and                 Results of Operations

Results of Operations

     The Company derives its earnings primarily from financing sales
and leases of Caterpillar products and from loans extended to
Caterpillar customers and dealers.

     New retail financing during 1996 totaled $3,619.2 million, a 20%
increase over the $3,024.0 million financed in 1995 and a 66%
increase over the $2,183.4 million financed in 1994.  These increases
were primarily the result of financing an increased percentage of
dealer deliveries of Caterpillar product assisted by an increase in
use of below-market-rate merchandising programs.  Wholesale financing
activity during 1996 was $2,191.5 million, a 7% increase over the
$2,054.4 million financed in 1995, and a 167% increase over the
$821.5 million financed in 1994.  The significant increase over 1994
was due to expansion of the Caterpillar dealer rental fleet financing
program in North America which was introduced as a pilot program in
1994.

     Revenues from operations in the United States were more than 74%
of total revenues in 1996, 1995, and 1994.  Net income from
operations in the United States was more than 79%, 89%, and 97% of
total net income in 1996, 1995, and 1994, respectively.  For more
geographic segment information, see Note 12 of the Notes to the
Consolidated Financial Statements.

     Past due percentages increased only slightly in 1996.  The
allowance for credit losses will continue to be monitored to provide
for an amount which, in management's judgment, will be adequate to
cover uncollectible receivables after considering the value of any
collateral.

     For more information on the composition of the Company's
portfolio by financing plan, see "Item 1.  Business."

1996 Compared With 1995

     Total revenues for 1996 were $678.0 million, an 11% increase
over 1995 revenues of $611.8 million.  The increase in revenues
resulted primarily from  increased financing volume (the portfolio
value increased to $6,212.3 million at December 31, 1996 from
$5,288.3 million at December 31, 1995), partially offset by the
decrease in Other income described below.

     The annualized interest rate on finance receivables (computed by
dividing annualized finance income by the average monthly finance
receivable balances, net of unearned income) was 8.9% for 1996
compared with 9.2% for 1995.  Tax benefits associated with
governmental lease purchase contracts and tax-oriented leases are not
reflected in such annualized interest rates.

     Other income of $46.5 million for 1996 included servicing and
other securitization-related income, fees, gains on sales of
receivables, and other miscellaneous income.  The decrease of $6.4
million for 1996 resulted primarily from recording gains of $10.9
million in the first half of 1995 on interest rate caps written by
the Company, partially offset by an increase of $6.3 million in
servicing and other securitization-related income.

     Interest expense for 1996 was $315.4 million, $17.0 million
higher than 1995 due to increased borrowings to support the larger
portfolio, substantially offset by lower borrowing rates, as the
average cost of borrowed funds was 6.0% in 1996 compared with 6.6% in
1995.

     Depreciation expense increased from $101.2 million in 1995 to
$121.0 million in 1996 due to new operating lease business.

     General, operating, and administrative expenses increased $20.9
million  over 1995 primarily due to staff-related and other expenses
required to increase new business and service the larger managed
portfolio.  The Company's full-time employment increased from 461 at
the end of 1995 to 576 at December 31, 1996.

     Provision for credit losses decreased from $42.8 million in 1995
to $41.3 million in 1996.  Receivables, net of recoveries, of $20.6
million were written off against the allowance for credit losses
during 1996 compared with $33.2 million during 1995.  The decreased
write-offs were primarily attributable to a loss with one customer in
1995.  Receivables past due over 30 days were 2.1% of total
receivables at December 31, 1996 compared with 2.0% at December 31,
1995. The allowance for credit losses will continue to be monitored
to provide for an amount which, in management's judgment, is adequate
to cover uncollectible receivables after considering the value of any
collateral.  At December 31, 1996, the allowance for credit losses
was $74.4 million which was 1.3% of finance receivables, net of
unearned income (1.4% excluding wholesale receivables), compared with
$57.0 million and 1.2% (1.3% excluding wholesale receivables),
respectively, at December 31, 1995.

     The effective income tax rate for 1996 was 35% compared with 37%
for 1995. For more information on this change, see Note 8 of the
Notes to the Consolidated Financial Statements.

     Net income in 1996 was $75.6 million, compared with $65.2
million in 1995. The increase resulted primarily from a larger
portfolio and improving results from operations outside the United
States, partially offset by a $6.8 million mark-to-market after tax
gain in the first half of 1995 for interest rate caps written by the
Company.


1995 Compared With 1994

     Total revenues for 1995 were $611.8 million, a 37% increase over
1994 revenues of $447.0 million.  The increase in revenues resulted
primarily from the increase in financing volume (the portfolio value
increased to $5,288.3 million at December 31, 1995 from $4,437.6
million at December 31, 1994) and the increase in Other income
described below.

     The annualized interest rate on finance receivables (computed by
dividing annualized finance income by the average monthly finance
receivable balances, net of unearned income) was 9.2% for 1995
compared with 8.6% for 1994.  Tax benefits associated with
governmental lease purchase contracts and a portion of tax benefits
associated with long-term tax-oriented leases are not reflected in
such annualized interest rates.

     Other income of $52.9 million for 1995 included servicing and
other securitization-related income, fees, gains on sales of
equipment returned from lease, gains on sales of receivables, and
other miscellaneous income.  The increase of $30.6 million for 1995
was primarily due to recording gains of $10.9 million in the first
half of 1995 on interest rate caps written by the Company (versus
losses in 1994 reflected in Other expense), an increase in servicing
and residual income earned on assets securitized by the Company of
$10.4 million, and an increase in gains on sales of receivables of
$5.3 million.

     Interest expense for 1995 was $298.4 million, $86.3 million
higher than 1994 due to increased borrowings to support the larger
portfolio and higher borrowing rates, as the average cost of borrowed
funds was 6.6% in 1995 compared with 6.2% in 1994.

     Depreciation expense increased from $94.4 million in 1994 to
$101.2 million in 1995 due to new operating lease business.

     General, operating, and administrative expenses increased $14.7
million  over 1994 primarily due to staff-related and other expenses
required to service the larger managed portfolio.  The Company's full-
time employment increased from 414 at the end of 1994 to 461 at
December 31, 1995.

     Provision for credit losses increased from $23.2 million in 1994
to $42.8 million in 1995.  Receivables, net of recoveries, of $33.2
million were written off against the allowance for credit losses
during 1995 compared with $13.2 million during 1994.  The increased
write-offs were primarily attributable to one customer in the fishing
industry.  Receivables past due over 30 days decreased slightly to
2.0% of total receivables at December 31, 1995 compared with 2.2% at
December 31, 1994. At December 31, 1995, the allowance for credit
losses was $57.0 million which was 1.2% of finance receivables, net
of unearned income(1.3% excluding wholesale receivables), compared
with $49.5 million and 1.2% (1.4% excluding wholesale receivables),
respectively, at December 31, 1994.

      Other expense decreased $15.5 million compared with 1994 which
was unusually high due to the mark-to-market loss on written interest
rate caps and swaptions recorded in 1994.

     The effective income tax rate for 1995 was 37% compared with 38%
for 1994. See Note 8 of the Notes to the Consolidated Financial
Statements.

     Net income in 1995 was $65.2 million, compared with $32.2
million in 1994. The increase in net income resulted primarily from
the increase in financing volume, recording gains in 1995 versus
losses in 1994 on interest rate caps written by the Company
(terminated in the second quarter of 1995), an increase in servicing
and other securitization-related income, and an increase in gains on
sales of receivables.  The increase in income was partially offset by
a higher provision for credit losses.


Capital Resources and Liquidity

     The Company's operations during the year were primarily funded
with a combination of commercial paper, proceeds from sales (via
securitizations) of receivables, medium-term notes, bank borrowings,
retained earnings, and additional equity capital of $20.0 million
invested by Caterpillar.

     The Company securitized $371.9 million of its installment sale
contracts in May 1996.  The Company's private-placement, revolving,
asset-backed securitization of wholesale receivables was increased
from $300.0 million to $400.0 million in September 1996, and from
$400.0 million to $500.0 million in November 1996.  The proceeds from
these securitizations were used to reduce debt.  The Company
recognized a $3.1 million pre-tax gain on the May transaction, a $1.1
million total pre-tax gain on the September/November transactions,
and will receive fees in future periods for servicing the sold
receivables.

     The net amount of sold receivables serviced by the Company was
$1,009.0 million at December 31, 1996, which consisted of $500.0
million of wholesale receivables, under a revolving asset-backed
securitization agreement, and $509.0 million of installment sale
contracts.

     Total debt outstanding as of December 31, 1996, was $5,432.4
million, an increase of $776.7 million over that at December 31, 1995
and was primarily comprised of $2,538.6 million of medium-term notes,
$2,382.1 million of commercial paper, and $257.2 million of bank
borrowings.  Interest rate swaps were contracted in the United
States, Australia, Canada, and Europe to hedge against interest rate
fluctuations.  See Note 6 of the Notes to the Consolidated Financial
Statements for more information on debt and swaps.

     At December 31, 1996, the Company had available, from a number
of banks, a total of $902.5 million of short-term credit lines which
expire at various dates in 1997 and a $29.2  million long-term credit
line which expires May 1999.  These credit lines support the
Company's outstanding commercial paper and commercial paper
guarantees and are utilized for bank borrowings.  At December 31,
1996, there were $257.2 million of these lines utilized for bank
borrowings in Europe and Mexico.

    The Company also participates with Caterpillar in two syndicated
revolving credit facilities aggregating $2.8 billion, consisting of a
$1.7 billion five-year facility and a $1.1 billion 364-day revolving
facility.  The Company's allocation is $1,840.0 million, consisting
of a $1,120.0 million five-year revolving credit and a $720.0 million
364-day revolving credit.  The Company has the ability to request a
change in its allocation to maintain the required amount of support
for the Company's outstanding commercial paper and commercial paper
guarantees.  These facilities provide for borrowings at interest
rates which vary according to LIBOR or money market rates.  At
December 31, 1996, there were no borrowings under these facilities.

     The Company has a $1.0 billion five year revolving credit
facility in the United Kingdom to support its $1.0 billion Euro-
commercial paper program (both were increased from $.5 billion
effective August 9, 1996).  The commercial paper is issued by
Caterpillar International Finance plc, an Irish subsidiary of the
Company, with the guarantee of the Company.  Proceeds from the
issuance of commercial paper have been used to replace bank
borrowings of certain of the Company's subsidiaries.  At December 31,
1996, there were no borrowings under this facility.

     The revolving credit facilities require the Company to maintain
its consolidated ratio of profit before taxes plus fixed charges to
fixed charges at no less than 1.15 to 1 for each quarter, and the
Company's total debt to total stockholder's equity, as defined by the
agreements, may not exceed 8.0 to 1 at year-end (8.5 to 1 moving six
month average at other than year end effective October 7, 1996); and
the Company's tangible net worth must be at least $20.0 million.  At
December 31, 1996, the Company was in compliance with these
requirements.

     The Company's funding requirements were met primarily through
the sale of commercial paper and medium-term notes and through bank
borrowings.  During 1996, the average outstanding commercial paper
balance, net of discount, was $1,813.2 million at an average interest
rate of 5.5%.  At December 31, 1996, the face value of commercial
paper outstanding was $2,400.0 million.  During 1996, $456.8 million
of fixed-rate medium-term notes were sold at an average interest rate
of 6.7%, and $582.5 million of floating rate medium-term notes were
sold at rates primarily indexed to LIBOR.  Medium-term notes
outstanding at December 31, 1996 were $2,538.6 million.  During the
year, the average outstanding bank borrowings were $391.4 million at
an average interest rate of 4.4%.

     Through the course of normal business, the Company is exposed to
market risk from fluctuations in interest rates and foreign currency
exchange rates.  To manage these exposures, the Company uses interest
rate and currency derivative financial instruments.  The Company does
not use any of these instruments for trading purposes.

     Interest rate swap agreements are used to manage the risk due to
fluctuations in interest rates. These agreements reduce the risk of
deteriorating margins between interest-earning assets and interest-
bearing liabilities and allow the Company to gain competitive and
economic advantages by minimizing funding costs regardless of the
direction interest rates move. Notional amounts of interest rate swap
agreements totaled $1,868.8 million.

      Foreign exchange contracts are used to minimize the risk
associated with fluctuations in exchange rates. The Company has
forward exchange contracts to hedge its U.S. dollar denominated
obligations in Spain, its U.S. dollar denominated positions in
Australia, and its foreign currency denominated short-term
intercompany loans receivable against currency fluctuations.  The
Company only enters into foreign currency related derivative
instruments to neutralize risk - not as speculative instruments.
These contracts have terms generally ranging up to three months.  At
December 31, 1996, the Company had forward exchange contracts
totaling $632.4 million,  of which $2.3 million were with
Caterpillar.

     The exchange gains/losses associated with exposure for net
investments in foreign subsidiaries are not hedged and are reflected
in "Foreign currency translation adjustment"  (see Note 1H of the
Notes to the Consolidated Financial Statements).

     Equity capital at the end of 1996 was $695.3 million, an
increase of $92.0 million during the year.  This increase included
$75.6 million of retained earnings from operations and $20.0 million
of additional equity investment made by Caterpillar.  The increase in
debt and the funds provided by operations and by Caterpillar were
used to finance the increase in the portfolio.  The ratio of debt to
equity at December 31, 1996 was 7.8 to 1, compared with 7.7 to 1 for
1995 and 1994.  Included in the debt to equity ratio are short-term
borrowings from Caterpillar.


New Accounting Standards

     See Note 1 J of the Notes to the Consolidated Financial
Statements.

Item 8.  Financial Statements and Supplementary Data

     The information required by Item 8 is included as a part of this
     report on pages 15 through 29.


Item 9.  Changes in and Disagreements with Accountants on Accounting
and          Financial Disclosure

          None.

PART III.

Item 10.  Directors and Executive Officers of the Registrant

          Information for Item 10 is not required.  See General
Instruction J.

Item 11.  Executive Compensation

          Information for Item 11 is not required.  See General
Instruction J.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

          Information for Item 12 is not required.  See General
Instruction J.

Item 13.  Certain Relationships and Related Transactions

          Information for Item 13 is not required.  See General
Instruction J.

PART IV.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

     (a)  The following documents are filed as part of this report:

          1.  Financial Statements

                  Report of Independent Accountants
                         Consolidated Statement of Financial Position
               at
                           December 31, 1996, 1995, and 1994
                         Consolidated Statement of Income and
               Retained Earnings for      the Years Ended December
               31, 1996, 1995, and 1994
                         Consolidated Statement of Cash Flows for the
               Years Ended        December 31, 1996, 1995, and 1994
               Notes to Consolidated Financial Statements

     (b)  Reports on Form 8-K

               None

     (c)  Exhibits

                    3.1  Certificate of Incorporation of the Company
               (incorporated by reference from Exhibit 3.1 to the
               Company's Form 10, as amended, Commission File No. 0-
               13295).

                    3.2  Bylaws of the Company (incorporated by
               reference from Exhibit 3.2 to the Company's Annual
               Report on Form 10-K, for the year ended December 31,
               1990, Commission File No.
                         0-13295).

                    4.1  Indenture, dated as of April 15, 1985,
               between the Company and Morgan Guaranty Trust Company
               of New York, as Trustee, including form of Debt
               Security (see Table of Contents to
               Indenture)(incorporated by reference from Exhibit 4.1
to the
               Company's Registration Statement on Form S-3,
Commission                    File No. 33-2246).

                    4.2  First Supplemental Indenture, dated as of
               May 22, 1986, amending the Indenture dated as of April
               15, 1985 between the Company and Morgan Guaranty Trust
               Company of New York, as Trustee (incorporated by
               reference from Exhibit 4.1 to the Company's Quarterly
               Report on Form 10-Q for the quarter ended June 20,
               1986, Commission File No. 0-13295).

                    4.3  Second Supplemental Indenture, dated as of
               March 15, 1987, amending the Indenture dated as of
               April 15, 1985 between the Company and Morgan Guaranty
               Trust Company of New York, as Trustee (incorporated by
               reference from Exhibit 4.3 to the Company's Current
               Report on Form 8-K dated April 24, 1987, Commission
               File No. 0-13295).

                    4.4  Third Supplemental Indenture, dated as of
               October 2, 1989, amending the Indenture dated as of
               April 15, 1985, between the Company and Morgan
               Guaranty Trust Company of New York, as Trustee
               (incorporated by reference from Exhibit 4.3 to the
               Company's Current Report on Form 8-K, dated
                         October 16, 1989, Commission File No. 0-
               13295).

                    4.5  Fourth Supplemental Indenture, dated as of
               October 1, 1990, amending the Indenture dated April
               15, 1985, between the Company and Morgan Guaranty
               Trust Company of New York, as Trustee (incorporated by
               reference from Exhibit 4.3 to the Company's Current
               Report on Form 8-K, dated
                         October 29, 1990, Commission File No. 0-
               13295).

                    4.6  Indenture, dated as of July 15, 1991,
               between the Company and Continental Bank, National
               Association, as Trustee (incorporated by reference
               from Exhibit 4.1 to the Company's Current Report on
               Form 8-K, dated July 25, 1991, Commission File No. 0-
               13295).

                    4.7  Support Agreement, dated as of December 21,
               1984, between the Company and Caterpillar
               (incorporated by reference from Exhibit 4.2 to the
               Company's Form 10, as amended, Commission File No. 0-
               13295).

           4.8      First Amendment to the Support Agreement dated
               June 14, 1995 between the Company and Caterpillar
               (incorporated by reference from Exhibit 4 to the
               Company's Current Report on Form 8-K dated June 14,
               1995, Commission File No 0-13295).


                   10.1  Tax Sharing Agreement, dated as of June 21,
               1984, between the Company and Caterpillar
               (incorporated by reference from Exhibit 10.3 to the
               Company's Form 10, as amended, Commission File No. 0-
               13295).

          12   Statement Setting Forth Computation of Ratio of Profit
               to  Fixed Charges.

                         (The ratios of profit to fixed charges for
               the years ending December 31, 1996, 1995, and 1994
               were 1.36, 1.34, and 1.23, respectively.)

          23   Consent of Independent Accountants.
                             Signatures

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    Caterpillar Financial Services
Corporation
                                             (Registrant)



Dated:  February 27, 1997              By:          /s/ Paul J. Gaeto
Paul J. Gaeto, Secretary


     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.

    Date                       Signature                      Title

February 27, 1997        /s/ James S. Beard            President,
Director and
                       (James S. Beard)        Principal Executive
                                                 Officer


February 27, 1997        /S/ James R. English     Executive Vice
President
                       (James R. English)           and Director



February 27, 1997        /s/ James W. Owens            Director
                       (James W. Owens)



February 27, 1997   /s/ Kenneth C. Springer       Controller and
Principal
                       (Kenneth C. Springer)   Accounting Officer



February 27, 1997        /s/ Edward J. Scott           Treasurer and
Principal
                       (Edward J. Scott)            Financial Officer

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholder of
Caterpillar Financial Services Corporation

In our opinion, the consolidated financial statements listed in the
index appearing under Item 14(a)(1) on page 10 present fairly, in all
material respects, the financial position of Caterpillar Financial
Services Corporation and its subsidiaries at December 31, 1996, 1995,
and 1994, and the results of their operations and their cash flows
for each of the three years then ended in conformity with generally
accepted accounting principles.  These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for the opinion expressed
above.





PRICE WATERHOUSE LLP

New York, New York
January 21, 1997
             CATERPILLAR FINANCIAL SERVICES CORPORATION
                                  
            CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                        (Millions of dollars)

                                                       December 31,

                                       1996       1995        1994
                                                            
Assets:                                                     
  Cash and cash equivalents                 $          $           $
                                         27.0       43.6        16.3
  Finance receivables (Notes 2, 3,                                  
and 5):
    Wholesale notes receivable          465.1      538.3       516.0
    Retail notes receivable           1,535.9    1,382.1     1,105.9
    Investment in finance             4,352.5    3,471.7     2,831.4
receivables
                                      6,353.5    5,392.1     4,453.3
                                                                    
    Less: Unearned income               604.3      515.6       415.5
          Allowance for credit           74.4       57.0        49.5
losses
                                      5,674.8    4,819.5     3,988.3
                                                                    
  Equipment on operating leases,                                    
    less accumulated depreciation       511.0      437.3       425.0
(Note 4)
  Deferred income taxes (Note 8)          2.9          -           -
  Other assets                          148.5      121.7        81.6
Total assets                          $6,364.    $5,422.     $4,511.
                                            2          1           2
                                                                    
                                                                    
Liabilities and stockholder's                                       
equity:
  Payable to dealers and others             $          $           $
                                         88.1       51.0        42.9
  Payable to Caterpillar Inc. -         150.0      475.5           -
Borrowings
    (Note 10)
  Payable to Caterpillar Inc. -           3.1        5.1         3.2
Other
    (Note 10)
  Accrued interest payable               39.2       39.2        37.8
  Income taxes payable (Note 8)          40.4       18.5        21.6
  Other liabilities                      23.5        4.5        25.5
  Short-term borrowings (Note 6)      2,678.9    1,453.1     1,383.1
  Current maturities of long-term     1,057.8    1,105.8       807.6
debt
    (Note 6)
  Long-term debt (Note 6)             1,545.7    1,621.3     1,675.7
  Deferred income taxes (Note 8)         42.2       44.8        10.7
Total liabilities                     5,668.9    4,818.8     4,008.1
                                                                    
Commitments and contingent                                          
liabilities
    (Note 7)
                                                                    
  Common stock - $1 par value                                       
    Authorized: 2,000 shares                                        
    Issued and outstanding: one         345.0      325.0       295.0
share
  Retained Earnings                     348.5      272.9       207.7
  Foreign currency translation            1.8        5.4          .4
adjustment
Total stockholder's equity              695.3      603.3       503.1
                                                                    
Total liabilities and stockholder's   $6,364.    $5,422.     $4,511.
equity                                      2          1           2


                                  
                                  
                                  
          (See Notes to Consolidated Financial Statements)
             CATERPILLAR FINANCIAL SERVICES CORPORATION
                                  
       CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
                                  
                  FOR THE YEARS ENDED DECEMBER 31,
                        (Millions of dollars)
                                  
                                       1996       1995        1994
Revenues:                                                           
  Wholesale finance income                  $          $           $
                                         47.4       64.2        25.3
  Retail finance income                 427.2      361.1       275.2
  Rental income                         156.9      133.6       124.2
  Other income                           46.5       52.9        22.3
        Total revenues                                              
                                        678.0      611.8       447.0
                                                                    
Expenses:                                                           
  Interest (Note 6)                     315.4      298.4       212.1
  Depreciation                          121.0      101.2        94.4
  General, operating, and                82.8       61.9        47.2
administrative
  Provision for credit losses            41.3       42.8        23.2
  Other expense                           1.7        3.8        19.3
        Total expenses                  562.2      508.1       396.2
                                                                    
Income before income taxes and          115.8      103.7        50.8
minority
  interest
                                                                    
Provision for income taxes (Note 8)      40.2       38.5        19.3
                                                                    
Minority interest in losses of              -          -          .7
subsidiary
                                                                    
        Net income                       75.6       65.2        32.2
                                                                    
Retained earnings - beginning of        272.9      207.7       175.5
year
                                                                    
Retained earnings - end of year             $          $           $
                                        348.5      272.9       207.7


                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
          (See Notes to Consolidated Financial Statements)
             CATERPILLAR FINANCIAL SERVICES CORPORATION
                                  
                CONSOLIDATED STATEMENT OF CASH FLOWS
                                  
                  FOR THE YEARS ENDED DECEMBER 31,
                        (Millions of dollars)
                                  

                                       1996       1995        1994
Cash flows from operating                                   
activities:
  Net income                          $  75.6    $  65.2     $  32.2
  Adjustments for non-cash items:                                   
    Depreciation                        121.0      101.2        94.4
    Provision for credit losses          41.3       42.8        23.2
    Mark-to-market adjustment               -     (10.9)        18.0
    Other                               (6.3)      (1.3)       (6.1)
  Change in assets and liabilities:                                 
    Receivables from customers and      (2.0)     (30.5)      (25.3)
others
    Deferred income taxes               (5.5)       34.2       (3.2)
    Payable to dealers and others        37.1        3.2        27.1
    Payable to Caterpillar Inc. -       (2.0)        1.9        (.7)
Other
    Accrued interest payable                -        1.1         3.6
    Income taxes payable                 21.9      (3.1)      (14.3)
    Other, net                            5.5     (10.7)         1.4
      Net cash provided by operating                                
      activities                        286.6      193.1       150.3
                                                                    
Cash flows from investing                                           
activities:
  Additions to property and           (264.2)    (209.9)     (186.4)
equipment
  Disposals of equipment                105.4       84.1        73.0
  Additions to finance receivables    (5,801.    (4,868.     (2,934.
                                           5)         6)          2)
  Collections of finance receivables  3,406.5    2,786.8     1,850.2
  Proceeds from sales of receivables  1,424.9    1,261.5       241.4
  Other, net                              2.3        2.4       (1.4)
      Net cash used for investing                                   
      activities                      (1,126.    (943.7)     (957.4)
                                           6)
                                                                    
Cash flows from financing                                           
activities:
  Additional paid-in capital             20.0       30.0        45.0
  Payable to Caterpillar Inc. -       (325.5)      475.5           -
Borrowings
  Proceeds from long-term debt        1,050.0    1,145.0     1,082.0
  Payments on long-term debt          (1,169.    (905.9)     (505.2)
                                           3)
  Short-term borrowings, net          1,244.4       33.2       186.2
      Net cash provided by financing                                
      activities                        819.6      777.8       808.0
                                                                    
Effect of exchange rate changes on        3.8         .1        (.2)
cash
                                                                    
Net change in cash and cash            (16.6)       27.3          .7
equivalents
                                                                    
Cash and cash equivalents at                                        
beginning
  of year                                43.6       16.3        15.6
                                                                    
Cash and cash equivalents at end of   $  27.0    $  43.6     $  16.3
year
                                                                    

                                  
                                  
                                  
                                  
          (See Notes to Consolidated Financial Statements)
                                  
             CATERPILLAR FINANCIAL SERVICES CORPORATION
                                  
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (Dollar amounts in millions)
                                  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Operations and basis of consolidation

     Caterpillar Financial Services Corporation (the "Company") is a
wholly owned finance subsidiary of Caterpillar Inc. ("Caterpillar").
The Company provides financing of earthmoving, construction, and
materials handling machinery and engines sold by Caterpillar dealers,
and turbine engines sold by Solar Turbines Incorporated through
offices located in the Americas, Australia, Europe, and Asia.  The
Company also provides customer and dealer loans for various business
purposes.

     The accompanying financial statements include the accounts of
Caterpillar Financial Services Corporation and its subsidiaries.

     Certain amounts in the prior period financial statements have
been reclassified to conform to the 1996 presentation.

B.  Recognition of earned income

     Retail finance income - Income on retail finance receivables
(financing leases, installment sale contracts, and customer and
dealer loans) is recognized over the term of the contract at a
constant rate of return on the scheduled uncollected principal
balance.

     Wholesale finance income - Income on wholesale finance
receivables (dealer floor planning and rental fleet financing) is
recognized based on the daily balance of wholesale receivables
outstanding and the applicable effective interest rate.

     Rental income - Income on operating leases is reported over the
life of the operating lease in the period earned.

     Fee income - Loan origination and commitment fees in excess of
five hundred dollars are amortized to finance income using the
interest method over the contractual lives of the finance
receivables.

     Recognition of income on loans and leases (Finance receivables,
which includes notes and operating leases) is suspended when
management determines that collection of future income is not
probable.  Accrual is resumed if the receivable becomes contractually
current and collection doubts are removed; previously suspended
income is recognized at that time.

C.  Depreciation

     Depreciation on operating leases is recognized using the
straight-line method over the lease term.  The depreciable basis is
the original cost of the equipment less the estimated residual value
of the equipment at the end of the lease term.  Depreciation on
property and equipment, other than equipment on operating leases,
that the Company owns, was less than $2.6 million for 1996.

D.  Derivative financial instruments

     The Company uses interest rate and currency derivative financial
instruments to manage risks encountered through the normal course of
business. The Company does not use any of these instruments for
trading purposes.  Net interest on the Company's interest rate swap
agreements is recorded as either Other assets or Accrued interest
payable and recognized as an adjustment to Interest expense.  Gains
and losses on termination of these agreements are deferred and
amortized over the remaining original life of the agreement, unless
the underlying debt to which the agreement is designated is disposed
of or the hedge is terminated because of a loss of correlation, in
which case the gain or loss is recognized immediately in income.

     Deferred amounts relating to foreign exchange contracts are
recorded as either Other assets or Other liabilities and the
premium/discount is recognized as an adjustment to Interest expense.
Exchange gains/losses on these contracts are recorded in General,
operating, and administrative expense.  Note 6 contains additional
information about interest rate and foreign currency derivative
contracts.

E.  Cash and cash equivalents

     Cash and cash equivalents include cash on hand or on deposit
with banks and highly liquid short-term investments with maturities
of three months or less at the time of purchase.

F.  Allowance for credit losses

     Management regularly evaluates factors affecting the
collectibility of receivable balances and maintains an allowance for
credit losses, which it believes is sufficient to cover uncollectible
accounts.  Uncollectible receivable balances are written off against
the allowance for credit losses when the underlying collateral is
repossessed or when management has determined that it is probable the
receivable balance is uncollectible.

G.  Income taxes

     The Company has a tax sharing agreement with Caterpillar in
which Caterpillar collects from or pays to the Company its allocated
share of any consolidated U.S. income tax liability or credit
applicable to any period for which the Company is included as a
member of the consolidated group.  A similar agreement exists between
Caterpillar Financial Australia Limited and Caterpillar of Australia
Ltd. with respect to taxes payable in Australia.

H.  Foreign currency translation

     Assets and liabilities of foreign subsidiaries (the majority use
the local currency as their functional currency) are translated at
current exchange rates, and the effects of translation adjustments
are reported as a separate component of stockholder's equity entitled
"Foreign currency translation adjustment."

I.  Use of estimates in the preparation of financial statements

      The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, expenses, and disclosure of contingent
liabilities.  Actual results could differ from those estimates.

J.    New accounting standards

     In June 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after December
31, 1996.  This statement establishes new criteria for determining
whether a transfer of financial assets should be accounted for as a
sale or as a secured borrowing.  The accounting treatment of such
transactions focuses on who controls the transferred assets, and
whether or not those assets have been isolated from the transferor
and put beyond the reach of creditors.  The Company believes there
will be no material impact on its results of operations or financial
position upon adoption of this accounting standard.  The Company
adopted this accounting standard on January 1, 1997.

NOTE 2 - RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

     The contractual maturities of outstanding receivables (rental
fleet financings of $297.0 million are shown as maturing in 1997
primarily due to the Company's experience that most terminate in six
months) at December 31, 1996 were:

              Installment  Financing                    
Amounts due    Contracts     leases       Notes       Total
     in
                                                        
    1997         $  586.9    $  860.2    $  867.2    $2,314.3
    1998            401.8       639.9       397.9     1,439.6
    1999            251.0       436.5       283.7       971.2
    2000            124.6       225.1       176.1       525.8
    2001             35.2        96.7       118.3       250.2
 Thereafter           5.4       124.9       157.8       288.1
                  1,404.9     2,383.3     2,001.0     5,789.2
Residual                -       564.3           -       564.3
value
                                                             
   Total         $1,404.9    $2,947.6    $2,001.0    $6,353.5

     Receivables generally may be repaid or refinanced without
penalty prior to contractual maturity.  The Company, from time to
time, also sells receivables.  Accordingly, this presentation should
not be regarded as a forecast of future cash collections.

     The average recorded investment in impaired loans and leases
(those for which management does not expect to collect all amounts
due according to the contractual terms of the agreement) during 1996
was $42.8 million compared with $50.5 million during 1995 and $48.9
million during 1994.  The total recorded investment in impaired loans
and leases at December 31, 1996 of $33.4 million ($36.8 million at
December 31, 1995 and $47.3 million at December 31, 1994) less the
fair value of the underlying collateral of $21.4 million ($25.2
million at December 31, 1995 and $32.0 million at December 31, 1994)
represents a $12.0 million ($11.6 million for 1995 and $15.3 million
for 1994) potential loss on currently impaired loans and leases for
which there is a related allowance for credit losses.  At December
31, 1996, the recognition of finance income had been suspended on
$23.3 million of finance receivables compared with $44.1 million at
December 31, 1995 and $46.7 million at December 31, 1994.

     Activity relating to the allowance for credit losses, including
the portion related to impaired loans and leases, is shown below:

                                      1996        1995       1994
                                                           
Balance at beginning of year         $  57.0     $  49.5    $  41.5
Provision for credit losses             41.3        42.8       23.2
Receivables written off, net of       (20.6)      (33.2)     (13.2)
recoveries
Adjustment related to sale of          (3.2)       (2.7)      (3.0)
receivables
Foreign currency translation            (.1)          .6        1.0
adjustment
                                                                   
Balance at end of year               $  74.4     $  57.0    $  49.5
                                                                   

     The Company securitized $371.9 million of its installment sale
contracts in May of 1996.  The Company's private-placement,
revolving, asset-backed securitization of wholesale receivables was
increased from $300.0 million to $400.0 million in September 1996 and
from $400.0 million to $500.0 million in November 1996.  As of
December 31, 1996, the Company serviced $1,009.0 million of sold
receivables ($500.0 million of wholesale receivables under an asset-
backed securitization agreement and $509.0 million of installment
sales contracts).

NOTE 3 - INVESTMENT IN FINANCING LEASES

     The components of the Company's net investment in financing
leases at December 31 were as follows:

                                       1996       1995       1994
                                                               
Total minimum lease payments         $2,383.3   $1,857.5   $1,387.2
receivable
Estimated residual value of leased                                 
assets:
   Guaranteed                           162.5      113.3       83.5
   Unguaranteed                         401.8      296.8      208.2
                                      2,947.6    2,267.6    1,678.9
Less:  Unearned Income                  429.8      362.7      264.0
                                                                   
Net investment in financing leases   $2,517.8   $1,904.9   $1,414.9


NOTE 4 - EQUIPMENT ON OPERATING LEASES

     Components of the Company's investment in equipment on operating
leases, less accumulated depreciation, at December 31 were as
follows:

                                       1996       1995       1994
                                                               
Equipment on operating leases, at    $  755.4    $ 650.6    $ 607.2
cost
Less:  Accumulated depreciation         244.4      213.3      182.2
                                                                   
Equipment on operating leases, net   $  511.0    $ 437.3    $ 425.0

          At December 31, 1996, scheduled minimum rental payments for
operating leases were as follows:

            1997                        $147.
                                            1
            1998                        114.2
            1999                         76.4
            2000                         44.6
            2001                         17.9
            Thereafter                    4.7
                                             
            Total                       $404.
                                            9

NOTE 5 - CONCENTRATION OF CREDIT RISK

     The Company's receivables are primarily comprised of receivables
under installment sale contracts, receivables arising from leasing
transactions, and notes receivable.  The Company generally maintains
a secured interest in equipment financed, and a substantial portion
of its business activity is with customers located within the United
States.  Receivables from customers in construction-related
industries made up approximately one-third of total finance
receivables as of December 31, 1996, 1995, and 1994, respectively.
However, no single customer or region represents a significant
concentration of credit risk.

NOTE 6 - BORROWINGS

Short-Term Borrowings

     Total average short-term borrowings during 1996, 1995, and 1994
were $2,240.3 million, $1,963.4 million, and $1,317.6 million,
respectively. The approximate weighted average interest rate on short-
term borrowings was 5.3%, 5.8%, and 5.0% during 1996, 1995, and 1994,
respectively. Interest paid on external short-term borrowings was
$139.7 million in 1996, $121.2 million in 1995, and $89.6 million in
1994. Commercial paper and bank borrowings outstanding at December
31, 1996 generally had maturities not exceeding 90 days with average
interest rates of 5.2% and 3.7%, respectively.

     Short-term borrowings at December 31 consisted of the following:

                                      1996       1995       1994
                                                              
Commercial paper, net                $2,382.          $          $
                                           1      710.3      841.2
Notes payable to banks, net            257.2      712.1      532.0
Other                                   39.6       30.7        9.9
                                                                  
Total                                $2,678.    $1,453.    $1,383.
                                           9          1          1

     At December 31, 1996, the Company had available from a number of
banks a total of $902.5 million of short-term credit lines which
expire at various dates in 1997 and a $29.2 million long-term credit
line which expires May 1999.  These credit lines support the
Company's outstanding commercial paper and commercial paper
guarantees and utilized for bank borrowings.  At December 31, 1996,
there were $257.2 million of these lines utilized for bank borrowings
in Europe and Mexico.

     The Company also participates with Caterpillar in two syndicated
revolving credit facilities aggregating $2.8 billion, consisting of a
$1.7 billion five-year facility and a $1.1 billion 364-day revolving
facility.  The Company's allocation is $1,840.0 million, consisting
of a $1,120.0 million five-year revolving credit and a $720.0 million
364-day revolving credit.  The Company has the ability to request a
change in its allocation to maintain the required amount of support
for the Company's outstanding commercial paper and commercial paper
guarantees. These facilities provide for borrowings at interest rates
which vary according to LIBOR or money market rates.  At December 31,
1996, there were no borrowings under these facilities.

      The Company also has a $1.0 billion five year revolving credit
facility in the United Kingdom to support its $1.0 billion Euro-
commercial paper program.  The commercial paper is issued by
Caterpillar International Finance plc, an Irish subsidiary of the
Company, with the guarantee of the Company.  Proceeds from the
issuance of commercial paper have been used to replace bank
borrowings of certain of the Company's subsidiaries.  At December 31,
1996, there were no borrowings under this facility.

     The revolving credit facilities require the Company to maintain
its consolidated ratio of profit before taxes plus fixed charges to
fixed charges at no less than 1.15 to 1 for each quarter, the
Company's total debt to total stockholder's equity, as defined by
agreement, may not exceed 8.0 to 1 at year-end (8.5 to 1 moving six
month average at other than year end effective October 7, 1996); and
the Company's tangible net worth must be at least $20.0 million.  At
December 31, 1996, the Company was in compliance with these
requirements.

Long-Term Borrowings

     During 1996, the Company publicly issued $1,039.3 million of
medium-term notes, of which $456.8 million were at fixed interest
rates and $582.5 million were at floating interest rates primarily
indexed to LIBOR.  Interest rates on fixed-rate medium-term notes are
established by the Company as of the date of issuance.  The notes are
offered on a continuous basis through agents and have maturities
ranging from nine months to 15 years.  The weighted average interest
rate on all outstanding medium-term notes was 6.5% at December 31,
1996.  Interest paid on long-term debt in 1996, 1995, and 1994 was
$167.5 million, $174.9 million, and $123.6 million, respectively.

Long-term debt outstanding at December 31, 1996, matures as follows:

             1997                    $1,057.
                                           8
             1998                      667.8
             1999                      498.7
             2000                      285.0
             2001                       44.5
             Thereafter                 49.7
                                            
             Total                   $2,603.
                                           5


Derivative Financial Instruments

     Interest rate swap agreements are used to manage the risk due to
fluctuations in interest rates and are entered into with major
financial institutions.  These agreements reduce the risk of
deteriorating margins between interest-earning assets and interest-
bearing liabilities and allow the Company to gain competitive and
economic advantages by minimizing funding costs regardless of the
direction interest rates move. The Company and the other party agree
to exchange the difference between two interest rates periodically
over the life of the agreement.

     The Company had marked to market its sold (written) interest
rate cap agreements (with notional amounts totaling $235.7 million as
of December 31, 1994) that were terminated in the second quarter of
1995.  Gains/losses on these agreements were recorded as adjustments
to Other liabilities and Other income/Other expense.

     As of December 31, 1996, the Company had outstanding interest
rate swap contracts with notional amounts totaling $1,868.8 million,
all of which are either designated as hedges of specific debt
issuances or of commercial paper.  These swap agreements have terms
generally ranging up to five years, which effectively change $1,384.8
million of floating rate debt to fixed rate debt, $135.0 million of
fixed rate debt to floating rate debt, and $349.0 million of floating
rate debt to floating rate debt having different characteristics.
The interest rate swaps designated to commercial paper provide the
ability to obtain fixed rate term debt utilizing short-term debt
markets.

     The table below summarizes by notional amounts the activity for
each major category of interest rate swap agreements:

                                               Floating        
                         Floating   Fixed to      to           
                         to Fixed   Floating   Floating      Total
                                                               
Balance at December 31,  $  850.6    $ 329.1     $ 867.6    $2,047.3
1993
Additions                   363.5       89.0       287.0       739.5
Maturities/amortizations  (220.2)     (95.5)     (240.8)     (556.5)
Terminations                          (18.3)     (421.6)     (494.0)
                           (54.1)
Foreign currency                                                    
translation   adjustment     11.5       (.3)           -        11.2
                                                                    
Balance at December 31,     951.3      304.0       492.2     1,747.5
1994
Additions                   419.9       70.0        60.0       549.9
Maturities/amortizations  (282.6)     (63.0)     (245.2)     (590.8)
Terminations                (2.7)          -      (99.6)     (102.3)
Foreign currency                                                    
translation   adjustment     15.0          -           -        15.0
                                                                    
Balance at December 31,   1,100.9      311.0       207.4     1,619.3
1995
Additions                   813.9                  238.7     1,052.6
Maturities/amortizations  (524.2)    (176.0)      (97.0)     (797.2)
Terminations                    -          -           -           -
Foreign currency                                                    
translation   adjustment    (5.8)          -        (.1)       (5.9)
                                                                    
Balance at December 31,  $1,384.8    $ 135.0     $ 349.0    $1,868.8
1996

     The table below summarizes expected maturities and weighted
average interest rates to be received and paid on the interest rate
swap portfolio at December 31, 1996.  A key assumption in the
preparation of the table is that rates remain constant at December
31, 1996 levels.  Floating rates paid by the Company are primarily
LIBOR based.

FLOATING TO FIXED SWAPS:
                 Notional     Weighted        Weighted
                              Average         Average
                  Amount    Receive Rate      Pay Rate
                                                  
       1997             $       5.0%            5.6%
                    476.6
       1998         398.1       5.0%            5.7%
       1999         208.6       4.7%            5.6%
       2000         176.2       5.4%            6.2%
       2001          71.0       5.6%            6.0%
       Thereaft      54.3       5.0%            7.4%
       er
                                                  
       TOTAL            $       5.0%            5.8%
                  1,384.8

FIXED TO FLOATING SWAPS:
                 Notional     Weighted        Weighted
                              Average         Average
                  Amount    Receive Rate      Pay Rate
                                                  
       1997      $  115.0       7.4%            5.7%
       1998          20.0       5.2%            5.8%
                                                  
       TOTAL     $  135.0       7.1%            5.7%

FLOATING TO FLOATING SWAPS:
                 Notional     Weighted        Weighted
                              Average         Average
                  Amount    Receive Rate      Pay Rate
                                                  
       1997      $  225.5       5.7%            5.5%
       1998          50.0       5.6%            5.7%
       1999          73.5       5.2%            5.3%
                                                  
       TOTAL     $  349.0       5.6%            5.5%

     The Company's current accounting loss exposure on interest rate
swaps related to credit risks is limited to the accrued receivable of
$.8 million at December 31, 1996.  In addition, the Company may incur
additional costs in replacing at current market rates any contracts
for which a counterparty fails to perform.  The market value of
interest rate swap agreements in a favorable position to the Company
was $4.3 million at December 31, 1996.  To minimize the risk of
credit losses being incurred, the Company transacts new deals only
with counterparties that have A- or better credit ratings and
monitors the credit standing of the counterparties.  The Company does
not anticipate nonperformance by any of these counterparties.

     Foreign exchange contracts are used to minimize the risk
associated with fluctuations in exchange rates.  The Company has
forward exchange contracts to hedge its U.S. dollar denominated
obligations in Spain, its U.S. dollar denominated customer
receivables in Australia, and its foreign currency denominated short-
term intercompany loans receivable against currency fluctuations.
These contracts have terms generally ranging up to three months. At
December 31, 1996, the Company had forward exchange contracts
totaling $632.4 million, of which $2.3 million were with Caterpillar.

NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES

     At December 31, 1996, the Company was contingently liable under
guarantees of securities of certain Caterpillar dealers totaling
$253.3 million of which $158.7 million was outstanding compared to
$282.2 million and $222.1 million, respectively, at December 31, 1995
and compared to $258.0 million and $164.5 million, respectively, at
December 31, 1994.  These guarantees have terms ranging up to two
years and are fully secured by dealer assets.  No loss has been
experienced nor is any anticipated under these guarantees.

     The Company is a party to agreements in the normal course of
business with selected customers and dealers in which the Company
commits to provide a set dollar amount of financing on a preapproved
basis.  The Company also provides lines of credit to selected
customers and dealers, of which a portion remains unutilized as of
December 31, 1996.  Commitments and lines of credit generally have
fixed expiration dates or other termination clauses.  It has been the
Company's experience that not all commitments and lines of credit
will be utilized.  Management uses its same credit policies in making
commitments and granting lines of credit as it does for any other
financing. The Company does not require collateral for these
commitments/lines, but if credit is extended, collateral may be
required upon funding.  The amount of the commitments and lines of
credit outstanding as of December 31, 1996 was $1.6 billion compared
to $1.1 billion at December 31, 1995.

NOTE 8 - INCOME TAXES

     The components of the provision for income taxes were as follows
for the years ended December 31:

                                                1996        1995   1994

Current tax provision (credit):
  U.S. federal taxes                           $32.8       $(5.7) $20.7
  Foreign taxes                                  8.2         6.1    2.1
  U.S. state taxes                               4.3         3.7    2.9
                                                45.3         4.1   25.7

Deferred tax provision (credit):
  U.S. federal taxes                            (7.7)       31.9   (7.4)
  Foreign taxes                                  2.1         1.2     .8
  U.S. state taxes                                .5         1.3     .2
                                                (5.1)       34.4   (6.4)

Total provision for income taxes               $40.2       $38.5   $19.3

     Current tax provision (credit) is the amount of income taxes
reported or expected to be reported on the Company's tax returns.
Income taxes paid in 1996, 1995, and 1994 totaled $22.4 million, $5.4
million, and $35.6 million, respectively.

     Differences between accounting rules and tax laws cause
differences between the bases of certain assets and liabilities for
financial reporting and tax purposes.  The tax effects of these
differences, to the extent they are temporary, are recorded as
deferred tax assets and liabilities and consisted of the following
components at December 31:

                                                1996        1995    1994
U.S. federal, U.S. state, and foreign taxes:
  Deferred tax assets:
    Allowance for credit losses               $ 20.0      $ 18.1   $ 16.0     
    Alternative fuel tax credit                   .7          .5      2.0
    Expected foreign tax credit                 10.4         4.4       -
    Minimum tax credit carryforwards              -           -      21.9  
                                                31.1        23.0     39.9

  Deferred tax liabilities - primarily
    capital assets                             (70.4)      (67.8)   (50.6)

Valuation allowance for deferred tax assets       -            -       -

Deferred taxes - net                          $(39.3)     $(44.8)  $(10.7)

     No valuation allowance for the Company's deferred tax assets was
necessary at December 31, 1996, 1995, and 1994.

     The provision for income taxes was different than would result
from applying the U.S. statutory rate to Income before income taxes
and minority interest for the reasons set forth in the following
reconciliation:

                                                1996        1995    1994

Taxes computed at U.S. statutory rates         $40.5       $36.3   $17.8
  Increases (decreases) in taxes
resulting from:
    Finance income not subject to federal
      taxation                                  (3.0)       (2.7)   (2.4)
    State income taxes, net of federal taxes     3.0         3.2     2.1
    Subsidiaries' results subject to tax
      rates other than U.S. statutory rates      (.3)        1.7     2.1
    Other, net                                    -           -      (.3)

Provision for income taxes                     $40.2       $38.5   $19.3

     The domestic and foreign components of Income before income
taxes and minority interest of consolidated companies were as
follows:

                                                1996        1995    1994

Domestic                                      $ 89.7      $ 89.8  $ 47.7
Foreign                                         26.1        13.9     3.1

Total                                         $115.8      $103.7  $ 50.8

     The foreign component of Income before taxes and minority
interest is comprised of the profit of all consolidated subsidiaries
located outside the United States.

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following methods and assumptions were used to estimate the
fair value of each class of financial instruments:

     Cash and cash equivalents, and other receivables, excluding
accrued receivable on swaps and foreign exchange contracts in a
receivable position; Liabilities, excluding mark-to-market liability
on written caps terminated in the second quarter of 1995, accrued
interest payable on swaps, long-term debt, and deferred income taxes.
For these items, the carrying amount is a reasonable estimate of fair
value.

     Finance receivables - net.  Fair value of the outstanding
receivables (excluding tax-oriented leases with a net carrying amount
at December 31, 1996, 1995, and 1994 of $692.2 million, $613.1
million, and $391.1 million, respectively and the effect of yen
currency swaps terminated in 1995) is estimated by discounting the
future cash flows using the Company's current rates for new
receivables with similar remaining maturities, except for wholesale
financing with expected remaining maturities of less than one year,
for which the carrying amount is considered a reasonable estimate of
fair value. Historical experience of bad debts is also factored into
the calculation.

     Long-term debt.  Fair value is estimated by discounting the
future cash flows using the Company's current borrowing rates for
similar types and maturities of debt, except for floating rate notes
for which the carrying amount is considered a reasonable estimate of
fair value.

     Interest rate swaps, written caps, yen currency swaps, and
forward exchange contracts.  Fair value is estimated based upon the
amount that the Company would receive or pay to terminate the
agreements as of December 31.  The carrying value for the Company's
written caps and yen currency swaps (both terminated in 1995) and
forward exchange contracts is the fair value.

     The estimated fair values of the Company's financial instruments
are as follows:
                          1996            1995             1994
                                         
                    Carrying   Fair  Carrying   Fair  Carrying   Fair
                     Amount    Value  Amount    Value  Amount   Value
                                                                   
Finance receivables $4,982.6 $5,008.8 $4,206.4 $4,174.8 $3,603.0 $3,581.9
-   net, excluding
tax-    oriented
leases and    the
effect of yen
currency swaps
terminated in 1995
Written caps               -       -        -       -   (19.2)  (19.2)
(terminated in
1995)
Long-term debt      (2,603.5 (2,653.4 (2,727.1 (2,789.7 (2,483.3 (2,448.2
                           )       )        )       )        )       )
                                                                      
Off-balance-sheet                                                          
financial   instruments
*:
 Interest rate                                                        
swaps:
  In a net                .8     4.3      1.7     6.5      2.7    46.1
receivable
   position
  In a net payable     (4.1)  (15.5)    (3.6)  (17.1)    (4.6)  (43.9)
   position
 Forward exchange                                                     
  contracts:
  In a net               8.5     8.5                                  
receivable
   position
  In a net payable    (13.5)  (13.5)     (.7)    (.7)    (3.4)   (3.4)
   position                                                           
 Yen currency swaps        -       -        -       -    (5.8)   (5.8)
(terminated in
1995)

*The amounts shown under "Carrying Amount" represent accruals or
deferred
  income (fees) arising from these off-balance-sheet financial
instruments.
  All derivative financial instruments are held or issued for
purposes other
  than trading.

NOTE 10 - TRANSACTIONS WITH RELATED PARTIES

     Caterpillar has made capital contributions to the Company of
$345.0 million.  The Company and Caterpillar also have an agreement
(the "Support Agreement") whereby the parent will cause the Company
to have at all times a net worth of at least $20.0 million and ensure
that the Company maintains a ratio of earnings and interest expense
(as defined) to interest expense of not less than 1.15 to 1.

     To supplement external debt financing sources, the Company has
variable amount lending agreements with Caterpillar.  Under these
agreements, which may be amended from time to time, the Company may
borrow up to $739.8. million from Caterpillar, and Caterpillar may
borrow up to $239.8 million from the Company.  All of the variable
amount lending agreements are effective for indefinite terms and may
be terminated by either party upon 30 days notice.  In 1996 and 1995,
the Company incurred $20.7 million and $2.5 million, respectively, in
interest expense related to borrowings from Caterpillar.  At December
31, 1996 and 1995, the Company had outstanding borrowings with
Caterpillar totaling $150.0 million and $475.5 million, respectively,
but had no loans receivable under these agreements. At December 31,
1994 the Company had no outstanding borrowings or loans receivable
under these agreements.

     The Company has forward exchange contracts with Caterpillar to
hedge its U.S. dollar denominated positions in Australia against
currency fluctuations.  These contracts have terms generally ranging
up to three months. The Company had contracts with Caterpillar
totaling $2.3 million, $96.6 million, and $172.6 million at December
31, 1996, 1995, and 1994, respectively.

     The Company has agreements with a subsidiary of Caterpillar to
purchase, at a discount, some or all of this subsidiary's receivables
generated by sales of products to certain Caterpillar dealers in
Europe.  These purchases in 1996, 1995, and 1994 totaled $397.3
million, $330.7 million, and $190.9 million, respectively.  The cash
discount earned in 1996, 1995, and 1994 was $5.4 million, $5.3
million, and $3.0 million, respectively.  At December 31, 1996, 1995,
and 1994, wholesale notes receivable balances related to European
floor planning were $146.4 million, $189.7 million, and $160.1
million, respectively.

     The Company participates in certain marketing programs sponsored
by Caterpillar and its subsidiaries by providing financing at rates
below standard rates.  Under these programs, Caterpillar compensates
the Company at the outset of the transaction which the Company then
recognizes as income over the term of the financing.  During 1996,
the Company billed $106.2 million to Caterpillar and its subsidiaries
relative to such programs, compared with $86.8 million in 1995 and
$37.2 million in 1994.  The increase from 1994 was primarily related
to the expansion of Caterpillar's dealer rental fleet program in
North America.

     Caterpillar provides the Company with certain operational and
financial support which is integral to the conduct of the Company's
business.  The employees of the Company are covered by various
benefit plans, including pension/post-retirement plans, administered
by Caterpillar.  The Company reimburses Caterpillar for these charges
which amounted to $3.7 million, $2.9 million, and $2.2 million for
the years ended December 31, 1996, 1995, and 1994, respectively.  The
Company also reimburses Caterpillar for certain other corporate
services which amounted to $2.3 million, $1.8 million, and $1.7
million for the years ended December 31, 1996, 1995, and 1994,
respectively.

NOTE 11 - LEASES

     The Company leases certain offices and other property through
operating leases.  Lease expense on these leases is charged to
operations as incurred.
Total rental expense for operating leases was $7.6 million, $5.1
million, and
$4.5 million for 1996, 1995, and 1994, respectively.  Minimum
payments for
operating leases having initial or remaining noncancelable terms in
excess of one year are:
                 1997                       $ 3.9
                 1998                         3.3
                 1999                         2.8
                 2000                         2.0
               2001                    1.9
              Thereafter                      1.4

                Total                       $15.3


NOTE 12 - SEGMENT INFORMATION

     Although the majority of its business (including cross-border
financing)  is done in the United States, the Company also conducts
operations in Europe and other geographic segments.  Total assets,
revenues, and net income applicable to operations by geographic
segments were as follows:

                                                1996        1995      1994
Assets:
  United States                             $4,793.4    $4,054.7   $3,518.7
  Europe                                     1,081.3       941.5      665.8
  All other                                    803.4       608.8      445.3
                                             6,678.1     5,605.0    4,629.8
  Less:  Investment in subsidiaries            299.5       182.5      118.1
         Intercompany balances                  14.4          .4         .5

Total assets                                $6,364.2    $5,422.1   $4,511.2

Revenues:
  United States                             $  501.8    $  468.8   $  343.6
  Europe                                       104.0        81.6       59.1
  All other                                     72.2        61.5       44.3

Total revenues                              $  678.0    $  611.9   $  447.0

Net income:
  United States                             $   59.8    $   58.6   $   31.3
  Europe                                         7.6         (.3)      (1.7)
  All other                                      8.2         6.9        2.6

Total net income                            $   75.6    $   65.2   $   32.2


NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

     Financial data for the interim periods were as follows:

                                               QUARTERS
                 FIRST        SECOND       THIRD        FOURTH
              1996   1995  1996   1995  1996   1995  1996   1995
Total         $154.  $143. $166.  $152. $175.  $160. $182.  $155.
revenues          2      1     1      8     3      5     4      4
Income before  26.5   28.9  31.3   25.8  33.7   32.4  24.3   16.6
income taxes
Net income     16.3   17.8  20.1   15.6  22.1   20.5  17.1   11.3