CATERPILLAR FINANCIAL SERVICES CORP
10-Q, 1996-08-06
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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           	FORM 10-Q 

 	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549


                                       
(Mark One)
 
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended           June 30, 1996             
	
                           OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                _ 

Commission File No.                 0-13295                         

                                                                    
               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 No.)

 
      3322 WEST END AVENUE, NASHVILLE, TENNESSEE 37203-0983
   	      (Address of principal executive offices)                
      

     
       Registrant's telephone number, including area code:
                         (615) 386-5800                   

                                       
    Indicate by a 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       

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

    At June 30, 1996, one share of common stock of the Registrant 
was outstanding.





	Caterpillar Financial Services Corporation

	Form 10-Q for the Quarter Ended June 30, 1996



	Index



PART I. FINANCIAL INFORMATION

                                                            Page No.


Item 1.  Financial Statements (Unaudited)

         Consolidated Statement of Financial Position           3

         Consolidated Statement of Income                       4

         Consolidated Statement of Cash Flows                   5

         Notes to Consolidated Financial Statements           6-7


Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                7-11



PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                      12

Signatures                                                     13

 




















                   PART I.  FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
	Caterpillar Financial Services Corporation
 
	Consolidated Statement of Financial Position
	(Unaudited)
	(Millions of Dollars)

                                       June 30,   Dec. 31,   June 
30,
                                          1996    _  1995    _  
1995_
Assets:
  Cash and cash equivalents            $   34.6   $   43.6   $   
37.2  
  Finance receivables:                                              
        Wholesale notes receivable            812.4      538.3    
1,019.0
    Retail notes receivable             1,484.8    1,382.1    
1,233.7      Investment in finance receivables    3,726.5    3,471.7 
   3,337.3                                           6,023.7    
5,392.1    5,590.0    
    Less:  Unearned income                533.9      515.6      
503.3
           Allowance for credit losses     64.5       57.0       
50.1
                                        5,425.3    4,819.5    
5,036.6
  Equipment on operating leases, 
    less accumulated depreciation         457.0      437.3      
433.0
  Deferred income taxes                     2.7         -          -
  Other assets                            152.6      121.7      
117.4  

Total assets                           $6,072.2   $5,422.1   
$5,624.2

Liabilities and stockholder's equity:
  Payable to dealers and others         $ 110.7   $   51.0   $   
74.0
  Payable to Caterpillar Inc.             524.9      480.6        
3.1 
  Accrued interest payable                 35.1       39.2       
42.7
  Income tax payable                       21.7       18.5       
30.2
  Other liabilities                         6.4        4.5        
2.4
  Short-term borrowings                 2,140.4    1,453.1    
2,056.2
  Current maturities of long-term debt  1,224.2    1,105.8      
765.7
  Long-term debt                        1,327.8    1,621.3    
2,061.0
  Deferred income taxes                    44.8       44.8       
17.1
Total liabilities                       5,436.0    4,818.8    
5,052.4
           
  Common stock - $1 par value
    Authorized:  2,000 shares
    Issued & outstanding: one share       325.0      325.0      
325.0
  Profit employed in the business         309.3      272.9      
241.1
  Foreign currency translation                                      
    adjustment                              1.9        5.4        
5.7 
Total stockholder's equity                636.2      603.3      
571.8
Total liabilities and stockholder's      
  equity                               $6,072.2   $5,422.1   
$5,624.2


	




(See Notes to Consolidated Financial Statements)

	Caterpillar Financial Services Corporation

             	Consolidated Statement of Income
               	(Unaudited)
	(Millions of Dollars)

       




                             Three Months Ended  Six Months Ended
                              June 30,  June 30, June 30, June 30,  
                                  _  1996_  _  1995  _  1996  _  
1995  
Revenues:
  Wholesale finance income     $ 10.2    $ 14.7   $ 16.4   $ 25.4
  Retail finance income         103.6      88.8    204.7    171.3
  Rental income                  38.9      36.1     75.9     71.1
  Other income                   13.4      13.2     23.3     28.2
    Total revenues              166.1     152.8    320.3    296.0  

Expenses:
  Interest                       75.9      73.8    149.6    140.1
  Depreciation                   29.8      27.7     57.8     54.3 
  General, operating, and 
    administrative               18.9      14.3     37.1     28.4
  Provision for credit losses     9.8      10.3     17.2     16.4
  Other expense                    .4        .9       .8      2.2
    Total expenses              134.8     127.0    262.5    241.4

Income before income taxes       31.3      25.8     57.8     54.6

Provision for income taxes       11.2      10.2     21.4     21.3

Net Income                     $ 20.1    $ 15.6   $ 36.4   $ 33.3





















	(See Notes to Consolidated Financial Statements)

	Caterpillar Financial Services Corporation

 	Consolidated Statement of Cash Flows
	(Unaudited)
 	(Millions of Dollars)
        
                                            Six Months Ended        
                                               June 30,  June 30,
                                              1996      1995     
Cash flows from operating activities:
  Net income                                $  36.4   $  33.3
  Adjustments for noncash items: 
    Depreciation                               57.8      54.3
    Provision for credit losses                17.2      16.4
    Mark-to-market adjustment                    -      (10.9)
    Other                                      (3.1)     (2.0)
  Change in assets and liabilities:
    Receivables from customers and others     (27.6)    (31.1)
    Deferred income taxes                      (2.7)      6.7 
    Payable to dealers and others              59.7      28.9  
    Payable to Caterpillar Inc.                18.3       (.1)      
    Accrued interest payable                   (4.1)      4.6 
    Income tax payable                          3.2       8.6 
    Other, net                                  1.9     (12.1)
      Net cash provided by operating 
        activities                            157.0      96.6

Cash flows from investing activities:
  Additions to property and equipment        (112.0)    (79.3)
  Disposal of equipment                        42.9      34.2
  Additions to finance receivables         (2,739.4) (2,570.2)
  Collections of finance receivables        1,302.3   1,154.3
  Proceeds from sale of receivables, net      771.5     386.9
  Other, net                                    4.6      (2.0)
      Net cash used for investing
        activities                           (730.1) (1,076.1)

Cash flows from financing activities:
  Additional paid-in capital                     -       30.0
  Short-term borrowings from 
Caterpillar Inc., net			     26.0        -
  Proceeds from long-term debt 		    270.9     906.5
  Payments on long-term debt                 (442.1)   (568.8)
  Short-term borrowings, net                  705.0     631.9  
      Net cash provided by financing 
        activities                            559.8     999.6

Effect of exchange rate changes on cash         4.3        .8 

Net change in cash and cash equivalents        (9.0)     20.9 

Cash and cash equivalents at beginning
  of year                                      43.6      16.3

Cash and cash equivalents at end of quarter $  34.6    $ 37.2
	


	(See Notes to Consolidated Financial Statements)

	Notes to Consolidated Financial Statements
	(Dollar Amounts in Millions)

1.  The accompanying unaudited consolidated financial statements 
have been prepared by Caterpillar Financial Services Corporation 
(the "Company") pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Although the Company believes 
the disclosures are adequate, it is suggested that these financial 
statements be read in conjunction with the financial statements 
and the notes thereto presented in the Company's 1995 Annual 
Report and the Company's Annual Report on Form 10-K.  Unless the 
context otherwise requires, the term "Company" includes subsidiary 
companies.

    The information furnished reflects, in the opinion of 
management, all adjustments, which include normal and recurring 
accruals, necessary for a fair presentation of the consolidated 
statements of financial position, income, and cash flows for the 
periods presented.  The results for interim periods are not 
necessarily indicative of the results to be expected for the year.

2.  Income on financing leases, installment sale contracts, and 
customer and dealer loans (retail finance income) is recognized 
over the term of the contract at a constant rate of return on the 
scheduled uncollected principal balance.  Income on dealer floor 
planning and rental fleet financing (wholesale finance income) is 
recognized based on the daily balance of wholesale receivables 
outstanding and the applicable effective interest rate.  Income on 
operating leases (rental income) is reported over the life of the 
operating lease in the period earned.  Loan origination fees 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.    

3.  The Company has a tax sharing agreement with Caterpillar Inc. 
("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.

4.  During the first six months of 1996, the Company publicly 
issued $269.8 million of medium-term notes.  The notes are 
generally offered on a continuous basis through agents and have 
maturities ranging from nine months to 15 years.  Interest rates 
on fixed-rate medium-term notes are established by the Company as 
of the date of issuance.  Interest rates on floating-rate medium-
term notes are primarily indexed to LIBOR.  The weighted average 
interest rate on all outstanding medium-term notes was 6.4% at 
June 30, 1996.  Long-term debt outstanding at June 30, 1996, 
matures as follows:

                        1996         $  672.7
                        1997            799.0
                        1998            546.3
                        1999            347.5
                        2000             81.8
                        2001              4.0
                     Thereafter         100.7
                        Total        $2,552.0     
                          
5.	At December 31, 1995, the Company did not own any real 
estate.  In the second quarter of 1996, the Company purchased the 
real estate that was being leased in Mexico City at a cost of $3.3 
Million.

6.	In June 1996, the Financial Accounting Standards Board 
("FASB") issued Statement of Financial Accounting Standards 
("SFAS") 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. 
 The Company has not determined the impact that the adoption of 
this accounting standard will have on its results of operations or 
financial position.  The Company will adopt this accounting 
standard on January 1, 1997, as required.


Item 2. Management's Discussion and Analysis of Financial 
Condition and
        Results of Operations

A.  Consolidated Results of Operations

    Three Months Ended June 30, 1996 vs. Three Months Ended June 
30, 
    1995

    Total revenues for the second quarter of 1996 were $166.1 
million, a 9% increase over 1995 second quarter revenues of $152.8 
million.  The increase in revenues resulted primarily from 
increased financing volume (the portfolio value increased to 
$5,910.1 million at June 30, 1996 from $5,497.8 million at June 
30, 1995).  
  
    The Company financed new retail business transactions totaling 
$971.3 million during the second quarter of 1996 compared with 
$730.0 million during the second quarter of 1995.  The increase 
was the result of financing a higher volume and increased 
percentage of Caterpillar product deliveries.  Wholesale financing 
activity during the second quarter of 1996 was $799.1 million 
compared with $892.8 million for the second quarter of 1995.  The 
decrease was primarily due to a lower volume of Caterpillar dealer 
rental fleet financing in North America.

    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 8.8% for 
the second quarter of 1996 compared with 9.0% for the second 
quarter of 1995.  Tax benefits associated with governmental lease 
purchase contracts and tax-oriented leases are not reflected in 
such annualized interest rates.  

    Other income of $13.4 million for the second quarter of 1996 
included servicing and other securitization-related income, a gain 
on sale of receivables of $3.1 million (See Capital Resources and 
Liquidity section), fees, and other miscellaneous income.  A $5.1 
million mark-to-market gain was included in other income in the 
second quarter of 1995 for interest rate caps written by the 
Company.

    Second quarter interest expense of $75.9 million was $2.1 
million higher than 1995 second quarter interest expense due to 
increased borrowings to support the larger portfolio, partially 
offset by lower borrowing rates.  The average cost of borrowed 
funds was 6.1% for the second quarter of 1996 compared with 6.7% 
for the second quarter of 1995, primarily due to more activity in 
short-term borrowing and lower borrowing rates offered by 
institutions.                               

    Depreciation expense increased from $27.7 million for the 
second quarter of 1995 to $29.8 million for the second quarter of 
1996 due to new operating lease business.

    General, operating, and administrative expenses increased $4.6 
million during the second quarter of 1996 compared with the same 
period last year, 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 434 at June 30, 1995 to 553 at June 30, 1996.

    Provision for credit losses decreased from $10.3 million 
during the second quarter of 1995 to $9.8 million during the 
second quarter of 1996, reflecting a higher provision taken during 
the second quarter of 1995, mostly offset by an increase in new 
retail business.  Receivables, net of recoveries, of $4.0 million 
were written off against the allowance for credit losses during 
the second quarter of 1996 compared with $14.8 million during the 
second quarter of 1995.  The decreased write-offs were primarily 
attributable to recognizing a loss with one customer in the 
fishing industry during the second quarter of 1995.  Receivables 
past due over 30 days were 2.5% of total receivables at June 30, 
1996, compared with 2.2% at June 30, 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 June 30, 1996, the allowance for credit losses was 
$64.5 million which was 1.2% of finance receivables, net of 
unearned income (1.4% excluding wholesale receivables), compared 
with $50.1 million and 1.0% (1.2% excluding wholesale receivables) 
at June 30, 1995, respectively.

    The effective income tax rate for the second quarter of 1996 
was   36% compared with 40% for the second quarter of 1995.  The 
decrease was primarily due to offsetting income for European 
subsidiaries with prior years' start-up losses.
      
    Net income for the second quarter of 1996 was $20.1 million, 
$4.5 million above 1995 second quarter net income of $15.6 
million.  The increase resulted primarily from a larger portfolio, 
lower borrowing rates, and a $2.0 million after-tax gain on sale 
of receivables, partially offset by a $3.1 million mark-to-market 
after-tax gain in the second quarter of 1995 for interest rate 
caps written by the Company (the subject caps were terminated in 
the second quarter of 1995).

    Six Months Ended June 30, 1996 vs. Six Months Ended June 30, 
1995

    Total revenues for the first half of 1996 were $320.3 million, 
an 8% increase over the revenues for the first half of 1995 of 
$296.0 million. The increase in revenues resulted primarily from 
increased financing volume.  Also, see the change in Other income 
described below.

    The Company financed new retail business transactions totaling 
$1,707.0 million during the first half of 1996 compared with 
$1,339.5 million during the first half of 1995.  The increase was 
the result of financing a higher volume and increased percentage 
of Caterpillar product deliveries.  Wholesale financing activity 
during the first half of 1996 was $1,126.2 million compared with 
$1,316.1 million for the first half of 1995.  The decrease was 
primarily due to a lower volume of Caterpillar dealer rental fleet 
financing in North America.

    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 
the first half of 1996 compared with 9.0% for the first half of 
1995.  Tax benefits associated with governmental lease purchase 
contracts and tax-oriented leases are not reflected in such 
annualized interest rates.

    Other income of $23.3 million for the first half of 1996 
included servicing and other securitization-related income, fees, 
a gain on sale of receivables, interest from banks, and other 
miscellaneous income.  The decrease of $4.9 million during the 
first six months of 1996, as compared with the same period in 
1995, resulted primarily from recording gains of $10.9 million in 
the second quarter of 1995 on interest rate caps written by the 
Company, partially offset by an increase of $5.1 million in 
servicing and other securitization-related income.

    Interest expense for the first half of 1996 was $149.6 
million, $9.5 million higher than the first six months of 1995 due 
to increased borrowings to support the larger portfolio, partially 
offset by lower borrowing rates, as the average cost of borrowed 
funds was 6.2% for the first half of 1996 compared with 6.7% in 
1995.

    Depreciation expense increased from $54.3 million for the 
first half of 1995 to $57.8 million for the first half of 1996 due 
to new operating lease business.

    General, operating, and administrative expenses for the first 
six months of 1996 increased $8.7 million over the same period 
last year, primarily due to staff-related and other expenses 
required to increase new business and service the larger managed 
portfolio.

    Provision for credit losses during the first six months of 
1996 increased from $16.4 million in the first half of 1995 to 
$17.2 million in the first half of 1996.  This increase reflected 
increased levels of new retail business, mostly offset by a higher 
provision taken during the second quarter of 1995.  Receivables, 
net of recoveries, of $6.1 million were written off against the 
allowance for credit losses during the first half of 1996 compared 
with $16.6 million during the first half of 1995.  The decreased 
write-offs were primarily attributable to recognizing a loss with 
one customer in the fishing industry during the second quarter of 
1995.

    The effective income tax rate for the first half of 1996 was 
37% compared with 39% for the first half of 1995.  The decrease 
was primarily due to offsetting income for European subsidiaries 
with prior years' start-up losses.  

    Net income for the first half of 1996 was $36.4 million 
compared with $33.3 million in the first half of 1995.  The 
increase resulted primarily from a larger portfolio and lower 
borrowing rates, 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.


 B.  Capital Resources and Liquidity 

    The Company's operations were primarily funded with a 
combination of medium-term notes, commercial paper, notes payable 
to Caterpillar, bank borrowings, proceeds from sale of 
receivables, and retained earnings.  The ratio of debt to equity 
at June 30, 1996 was 8.2 to 1 compared with 7.7 to 1 at December 
31, 1995.

    Total debt outstanding as of June 30, 1996 was $4,692.4 
million, an increase of $512.2 million over that at December 31, 
1995, and was primarily comprised of $2,478.1 million of 
medium-term notes, $1,853.4 million of commercial paper, and 
$249.7 million of notes payable to banks.  The increase in debt 
and the funds provided by operations were used to finance the 
increase in the portfolio.

    In May 1996, $371.9 million of the Company's installment sale 
contracts were securitized.  The proceeds were used to reduce 
debt.  The Company recognized a $3.1 million pre-tax gain on this 
transaction in the second quarter and will receive fees in future 
periods for servicing these sold receivables.

    The net amount of sold receivables serviced by the Company was 
$983.6 million at June 30, 1996 which consisted of $300.0 million 
of wholesale receivables, under a revolving asset-backed 
securitization agreement, and $683.6 million of installment sale 
contracts.

   At June 30, 1996, the Company had available a total of $883.9 
million of short-term credit lines which expire at various dates 
through the first half of 1997, and a $29.3 million long-term 
credit line which expires May 1999.  These credit lines are with a 
number of banks and are considered support for the Company's 
outstanding commercial paper, commercial paper guarantees, the 
discounting of trade bills, and bank borrowings.  At June 30, 
1996, there were $249.7 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 $2.3 billion, 
consisting of a $1.4 billion five-year facility and a $.9 billion 
364-day revolving facility.  The Company's allocation is $1,411.8 
million, consisting of a $859.3 million five-year revolving credit 
and a $552.5 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 June 30, 1996, there were no 
borrowings under these facilities.

    The Company also has a USD $500.0 million five year revolving 
credit facility in the United Kingdom to support it's USD $500.0 
million 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 June 30, 1996, there were no borrowings under this facility.  
 

    In connection with its match funding objectives, the Company 
utilizes a variety of interest rate contracts including swap and 
forward rate agreements.  All of these interest rate agreements 
are held or issued for purposes other than trading.  The 
agreements are entered  into with major financial institutions and 
are utilized for two principal reasons: 1) To modify the Company's 
debt structure in order to match fund its receivable portfolio 
which reduces the risk of deteriorating margins between its 
interest-earning assets and interest-bearing liabilities, and 2) 
To gain an economic/competitive advantage through lowering the 
cost of borrowed funds by either changing the characteristics of 
existing debt instruments or entering into agreements in 
combination with the issuance of debt.

    As of June 30, 1996, the Company had outstanding interest rate 
swap contracts with notional amounts totaling $1,580.5 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 
$1,157.4 million of floating rate debt to fixed rate debt, $244.0 
million of fixed rate debt to floating rate debt, and $179.1 
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 Company also had 
swaps having future effective dates with a total notional amount 
of $16.1 million, which will effectively change $13.1 million of 
floating rate debt to fixed rate debt and $3.0 million of fixed 
rate debt to floating rate debt.  The effective dates of the 
future dated swaps range from third quarter 1996 through 1998, and 
the terms of these swaps generally ranging up to four years.   

    The Company had one outstanding forward rate agreement for 
$3.7 million at the end of the second quarter of 1996.  This 
agreement had a term of eight months.  

    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 
denominated short-term intercompany loans receivable against 
currency fluctuations.  These contracts have terms generally 
ranging up to three months and do not subject the Company to risk 
due to exchange rate movements, because the gains and losses on 
the contracts offset the losses and gains on the items being 
hedged.  At June 30, 1996, the Company had forward exchange 
contracts totaling $562.3 million, of which $2.8 million were with 
Caterpillar.

    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 $739.4 million from Caterpillar, and Caterpillar 
may borrow up to $239.4 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 June 30, 1996 and  December 31, 1995, the Company had 
borrowings with Caterpillar totaling $501.5 million and $475.5 
million, respectively, but had no loans receivable under these 
agreements.  At June 30, 1995, the Company had no outstanding 
borrowings or loans receivable under these agreements.






	PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits


          None.


    		

     (b)  Reports on Form 8-K


          None.




    
          










































	Signatures
 


    Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.
 


	Caterpillar Financial Services Corporation
	(Registrant)
 
 
 



Date:  August 6, 1996 		By:       /s/K.C. Springer            
                                  K.C. Springer, Controller and
                                  Principal Accounting Officer





Date:  August 6, 1996 		By:       /s/J.S. Beard               
                                  J.S. Beard, President


2



5





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S SECOND QUARTER 1996 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             	<C>
<PERIOD-TYPE>                   	 6-MOS
<FISCAL-YEAR-END>                 	 DEC-31-1996
<PERIOD-END>                         	      JUN-30-1996
<CASH>                                      	    34,600
<SECURITIES>                                        	 0
<RECEIVABLES>                               	 5,489,800
<ALLOWANCES>                                   	 64,500
<INVENTORY>                                       	   0
<CURRENT-ASSETS>                                           	0 <F1>
<PP&E>                                     	    689,100
<DEPRECIATION>                              	  232,100
<TOTAL-ASSETS>                           	    6,072,200
<CURRENT-LIABILITIES>                                   	0<F1>
<BONDS>                                           	      2,552,000 <F2>                       
<COMMON>                                      	 325,000
	0
                                          	0
<OTHER-SE>                                   	 311,200
<TOTAL-LIABILITY-AND-EQUITY> 	6,072,200
<SALES>                                              	0
<TOTAL-REVENUES>                               320,300
<CGS>                                                	0
<TOTAL-COSTS>                                   	94,900
<OTHER-EXPENSES>                                  	 800
<LOSS-PROVISION>                            	    17,200
<INTEREST-EXPENSE>                        	      149,600
<INCOME-PRETAX>                           	     57,800
<INCOME-TAX>                                  	  21,400
<INCOME-CONTINUING>              	36,400
<DISCONTINUED>                                       	0
<EXTRAORDINARY>                                  	    0
<CHANGES>                                            	0
<NET-INCOME>                                    	36,400
<EPS-PRIMARY>                                        	0
<EPS-DILUTED>                                        	0
<FN>
<F1>THE COMPANY IS A CAPTIVE FINANCE SUBSIDIARY WHICH DOES NOT
HAVE A CLASSIFIED
BALANCE SHEET.
<F2>INCLUDES CURRENT AND NONCURRENT MATURITIES OF LONG-TERM DEBT.
</FN>
        


</TABLE>


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