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.
                            33-94848
                                
                               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 FUNDING CORPORATION
     (Exact name of Registrant as specified in its charter)

      Nevada                                     88-0342613
  (State or other jurisdiction of          (I.R.S.Employer
   incorporation or organization)          Identification Number)

    Greenview Plaza
    2950 East Flamingo Road, Suite C-3B
    Las Vegas, Nevada                                89121
(Address of principal executive offices)           (Zip Code)

 Registrant's telephone number, including area code:  (702) 735-2814
                                
                                
Securities registered pursuant to Section 12(b) of the Act:  None
                                
Securities registered pursuant to Section 12(g) of the Act:  None
                                
                                
                                
          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.








                Exhibit Index located at Page 6.




PART I.

Item 1.  Business

        Not Applicable.

Item 2.  Properties

     Caterpillar Financial Asset Trust 1996-A (the "Trust") is a
trust established under the laws of the State of Delaware by the
Trust Agreement dated as of May 1, 1996 (the "Trust Agreement")
between Caterpillar Financial Funding Corporation (the "Seller")
and Chase Manhattan Bank, Delaware, acting thereunder not in its
individual capacity but solely as trustee of the Trust.
Caterpillar Financial Services Corporation (the "Servicer") is
the Servicer under a Sale and Servicing Agreement dated as of May
1, 1996 (the "Sale and Servicing Agreement") among the Servicer,
the Seller and the Trust.  On May 15, 1996 (the "Closing Date"),
the Trust issued its 6.55% Asset Backed Certificates (the
"Certificates") with an aggregate principal amount of
$14,876,157.  In addition, on the Closing Date, the Trust issued
$85,000,000 aggregate principal amount of Class A-1 5.41% Money
Market Asset Backed Notes (the "A-1 Notes"), $139,000,000
aggregate principal amount of Class A-2 5.90% Asset Backed Notes
(the "A-2 Notes"), and $133,021,000 aggregate principal amount of
class A-3 6.30% Asset Backed Notes (the "A-3 Notes"; together
with the A-1 and A-2 Notes, the "Notes").   The Certificates
evidence fractional undivided interest in the Trust.  The Notes
evidence debt obligations of the Trust.  The Trust property
includes (i) fixed rate retail installment sale contracts (the
"Receivables") secured by new and used machinery manufactured
primarily by Caterpillar Inc. (the "Financed Equipment") sold to
the Trust by the Seller, (ii) all monies (including accrued
interest) due thereunder on or after May 1, 1996, (iii) such
amounts as from time to time may be held in one or more accounts
established and maintained by the Servicer pursuant to the Sale
and Servicing Agreement, (iv) the security interest in the
Financed Equipment and certain other cross-collateralized
equipment, (v) the rights to proceeds from claims on physical
damage, credit life and disability insurance policies, if any,
covering the Financed Equipment or the obligors on the
Receivables, as the case may be, (vi) the proceeds of any
repossessed Financed Equipment, (vii) the rights of the Seller
under the Purchase Agreement dated as of May 1, 1996 (the
"Purchase Agreement") between the Servicer and the Seller, (viii)
the interest of the Seller in any proceeds from recourse to
dealers of Financed Equipment with respect to receivables, (ix)
interest earned on short-term investments made by the Trust, and
(x) any proceeds of the foregoing.

     As of May 1 ,1996, the Receivables had an aggregate
principal balance of approximately $371,987,157.  As of December
31, 1996, the end of the fiscal year of the Trust for which this
Form 10-K annual report is being filed, the aggregate principal
balance of the Receivables remaining in the Trust was
approximately $284,831,747.

     Reference is made to Exhibit 99.1, the Statement to
Certificateholders for the fiscal year ended December 31, 1996,
for additional information regarding principal and interest
payments in respect of the Certificates and the Notes and
information regarding servicing compensation and other fees paid
by the Trust during the year ending December 31, 1996.


Item 3.  Legal Proceedings

     The Registrant knows of no material pending legal
proceedings involving either the Trust property, Trustee, Seller
or Servicer in respect of the Trust.


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

     No matter was submitted during the fiscal year covered by
this report to a vote of holders of either the Notes or
Certificates.


PART II.

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

     (a)  To the best knowledge of the Registrant, there is no
established public market for the Certificates.

     (b)  As of December 31, 1996, there were less than 50
Certificateholders of record.

     (c)  Not Applicable.

Item 6.  Selected Financial Data

     Not Applicable

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

     Not Applicable.

Item 8.  Financial Statements and Supplementary Data

                    Not Applicable.

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

     Not Applicable.

Item 11.  Executive Compensation

     Not Applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

          Not Applicable.

Item 13.  Certain Relationships and Related Transactions

     Not Applicable.







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:

          Exhibit No.

          99.1   Statement to Certificateholders*

          99.2   Statement to Noteholders*

          99.3   Servicer's Certificate*

          99.4   Fiscal Year-End Statement (unaudited) for the period ended
                  December 31, 1996

      *Relating to the monthly collection period ending December 31, 1996.

     (b)  Reports on Form 8-K

         Current report on Form 8-K dated December 27, 1996 (Item 7).

     (c)  Not Applicable.

     (d)  Not Applicable.

     Supplemental information to be furnished with reports filed
pursuant to Section 15(d) of the Act by Registrants which have
not registered Securities pursuant to Section 12 of the Act.

     No annual report, proxy statement, form of proxy or other
proxy soliciting material has been sent to certificateholders,
and the Registrant does not presently contemplate sending any
such materials subsequent to the filing of this report.
                           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 FUNDING CORPORATION
                                                     (Registrant)
                                                                 
                                                                 
                                                                 
                                                                 
Dated: March 17,1997                      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 Registrant and in the capacities and on
the dates indicated.

    Date                       Signature              Title

March 17,1997        /s/Scott E. Harris            President and Director
                       (Scott E. Harris)           (Principal Executive
                                                     Officer)

March 17,1997       /s/Edward J. Scott             Treasurer(Principal
                      (Edward J. Scott)            Financial Officer)


March 17,1997       /s/C. David Brooks             Vice President and
                      (C. David Brooks)            Director (Principal
                                                   Accounting Officer)

March 17,1997       /s/Steven W. Simonson          Director
                      (Steven W. Simonson)












                          EXHIBIT INDEX



                                
                                
                          SEQUENTIALLY
                           EXHIBIT NO.
                          NUMBERED PAGE
                                
 99.1          Statement to Certificateholders*                 7

 99.2          Statement to Noteholders*                        9

 99.3          Servicer's Certificate*                         11

 99.4          Fiscal Year-End Statement (unaudited) for       16
               the period ended December 31, 1996
                                

 *Relating to the monthly collection period ending December 31,
                              1996.
            CATERPILLAR FINANCIAL FUNDING CORPORATION
          CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                     (Thousands of dollars)
                        December 31, 1996

                                                           
Assets:                                                    
  Cash and cash equivalents                    $  1,174.9  
  Investment in Caterpillar Financial Asset         282.1  
    Trust
  Other Receivables                              26,689.3  
Total assets                                   $ 28,146.3  
                                                           
                                                           
Liabilities and stockholder's equity:                      
  Payable to Caterpillar Financial Services     $11,257.3  
      Corp.
  Income taxes payable                            3,802.0  
  Other liabilities                                 229.9  
  Deferred income taxes                           (707.5)  
Total liabilities                              $ 14,581.7  
                                                           
                                                           
  Common stock - $1 par value                     5,255.3  
    Authorized: 2,000 shares                               
    Issued and outstanding: one share                      
  Retained Earnings                               8,309.3  
Total stockholder's equity                       13,564.6  
                                                           
Total liabilities and stockholder's equity     $ 28,146.3  


                                
                                
                                
            CATERPILLAR FINANCIAL FUNDING CORPORATION
     CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEARS ENDED DECEMBER 31, 1996
                     (Thousands of dollars)
                                
                                                       
     Revenues:                                         
       Miscellaneous Income                  $4,609.8
             Total revenues                   4,609.8  
                                                       
     Expenses:                                         
       General, operating, and                  358.9  
     administrative
             Total expenses                     358.9  
                                                       
     Profit on sale of securities             3,094.3  
                                                       
     Income before income taxes               7,345.2  
                                                       
     Provision for income taxes               2,575.5  
                                                       
             Net income                       4,769.7  
                                                       
     Retained earnings - beginning of year    3,539.6  
                                                       
     Retained earnings - end of year         $8,309.3