CATERPILLAR FINANCIAL SERVICES CORP
10-K405, 2000-02-23
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                  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, 1999 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 Identification
  incorporation or organization)                  Number)


         2120 West End Ave                      37203-0001
       Nashville, Tennessee
  (Address of principal executive               (Zip Code)
             offices)

  Registrant's telephone number, including area code:  (615) 341-1000

  Securities registered pursuant to Section 12(b) of the Act:
  Title of each class               Exchange
  6.19% Notes due April 2000        New York Stock Exchange
  6.40% Notes due August 2001       New York Stock Exchange
  8.95% Notes due March 2005        New York Stock Exchange
  9.50% Notes due February 2007     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, 1999, 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 (I)(1)(a) and (b) of Form 10-K and is therefore filing this
Form with the reduced disclosure format

Documents Incorporated by Reference:  None
                               CONTENTS
ITEM 1. BUSINESS                                                    3
ITEM 2. PROPERTIES                                                  4
ITEM 3. LEGAL PROCEEDINGS                                           4
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS                                                             4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS                                               4
   1999 COMPARED WITH 1998                                          4
   1998 COMPARED WITH 1997                                          5
   CAPITAL RESOURCES AND LIQUIDITY                                  6
ITEM 7.A QUANTITATIVE AND QUALITATIVE MARKET RISK                   7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                 8
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-
K                                                                   8
SIGNATURES                                                         10
REPORT OF INDEPENDENT ACCOUNTANTS                                  11
CONSOLIDATED STATEMENT OF FINANCIAL POSITION                       12
CONSOLIDATED STATEMENT OF PROFIT                                   13
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                        14
CONSOLIDATED STATEMENT OF CASH FLOWS                               15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                         16
   NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES             16
   NOTE 2 - RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES            18
   NOTE 3 - INVESTMENT IN FINANCING LEASES                         19
   NOTE 4 - EQUIPMENT ON OPERATING LEASES                          19
   NOTE 5 - CONCENTRATION OF CREDIT RISK                           19
   NOTE 6 - CREDIT LINES                                           20
   NOTE 7 - SHORT-TERM BORROWINGS                                  21
   NOTE 8 - LONG-TERM BORROWINGS                                   21
   NOTE 9 - DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT   22
   NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES                22
   NOTE 11 - INCOME TAXES                                          23
   NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS                   25
   NOTE 13 - TRANSACTIONS WITH RELATED PARTIES                     25
   NOTE 14 - LEASES                                                27
   NOTE 15 - SEGMENT INFORMATION                                   27
   NOTE 16 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)         29
STATEMENT SETTING FORTH COMPUTATION OF RATIO OF PROFIT TO FIXED CHARGES
30
CONSENT OF INDEPENDENT ACCOUNTANTS                                 31

PART I

  ITEM 1. BUSINESS
     Caterpillar Financial Services Corporation is a wholly owned
 finance subsidiary of Caterpillar Inc. (together with its other
 subsidiaries, "Caterpillar").  We provide retail financing
 alternatives to customers and dealers around the world for Caterpillar
 and non-competitive related equipment, provide wholesale financing to
 Caterpillar dealers and purchase short-term dealer receivables from
 Caterpillar.  We emphasize prompt and responsive service and offer
 various financing plans to meet customer requirements, increase
 Caterpillar sales and generate financing income.

     Retail financial plans include:
         Finance receivables:
           Tax leases that are classified as either operating or finance
        leases for financial accounting purposes, depending on the
        characteristics of the lease.  For tax purposes, we are considered the
        owner of the equipment (16%*).
           Finance (non-tax) leases where the lessee is considered the owner
        of the equipment during the term of the contract and that either
        require or allow the customer to purchase the equipment for a fixed
        price at the end of the term (23%*).
           Installment sale contracts which are equipment loans that enable
        customers to purchase equipment with a down payment or trade-in and
        structure payments over time (21%*).
           Governmental lease-purchase plans in the U.S. that offer low
        interest rates and flexible terms to qualified non-federal government
        agencies (1%*).
        Retail notes receivable:
           Working capital loans that allow customers and dealers to use
        their Caterpillar equipment as collateral to obtain financing for other
        business needs (22%*).

     Wholesale financial plans (17%*) include wholesale notes receivable:
          Inventory/rental programs which provide assistance to dealers by
       financing their inventory, rental fleets and rental facilities.
          Short-term dealer receivables we purchase from Caterpillar at a
       discount.

      * indicates the percentage of total portfolio at December 31,
      1999.  For more information, please refer to Note 5 of Notes to
      Consolidated Financial Statements.

     The retail financing business is highly competitive, with
 financing for users of Caterpillar equipment available through a
 variety of sources, principally commercial banks and finance and
 leasing companies.  We are largely dependent upon Caterpillar dealers'
 ability to sell equipment and customers' willingness to enter into
 financing or leasing agreements with us.  We also are affected by the
 availability of funds from our financing sources and general economic
 conditions such as inflation and market interest rates.

     We provide financing only when acceptable criteria are met.
 Credit decisions are based on, among other things, the customer's
 credit history, financial strength and intended use of equipment.  We
 typically maintain a security interest in retail financed equipment
 and require physical damage insurance coverage on all financed
 equipment.

     Our competitive position is improved by marketing programs,
 subsidized by Caterpillar and/or Caterpillar dealers, which allow us
 to offer below market interest rates.  Under these programs,
 Caterpillar, or the dealer, pays us an amount at the outset of the
 transaction which we then recognize as income over the term of the
 financing.

     We also have agreements with Caterpillar which are significant to
 our operation.  These agreements provide for financial support,
 certain funding, employee benefits and corporate services among other
 things.  For more information on these agreements please refer to Note
 13 of Notes to Consolidated Financial Statements.

     In our continued focus to provide world-class customer service, we
 are creating a Customer Business Center "CBC" which will be located in
 our Nashville headquarters.  This center will serve U.S. customers and
 will combine several areas of customer contact such as credit
 approval, billing, account modification, cash receipts and collections
 as well as other back office functions such as contract documentation,
 set-up, funding, adjustments and terminations.  We believe this
 effort, which will combine services previously performed in several
 regional offices, will allow us to reduce operating costs, boost
 efficiency and continue delivering exceptional service to our
 customers.  The CBC will begin limited operation in June and is
 expected to be in full operation by January 2001.

  ITEM 2. PROPERTIES

     Our principal executive offices are located in Nashville,
 Tennessee.  We have 42 offices, of which, 7 are located in the United
 States, 22 are in Europe and 13 are in other countries.  All offices
 are leased with the exception of one office in Mexico City, Mexico.
 In February 2000, we will begin moving our principal executive offices
 to a new leased facility at 2120 West End Ave. Nashville, TN, 37203-
 0001.  We will occupy new space in this building as it is made
 available throughout 2000.

  ITEM 3. LEGAL PROCEEDINGS

     We are party to various legal proceedings.  Although the outcomes
 of these proceedings cannot be predicted with certainty, we believe
 the final outcomes will not have a material adverse effect on our
 financial position or results of operations or cashflows.


  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
     Our stock is not publicly traded.  Caterpillar is the owner of our
 one outstanding share.  We have not declared or paid any dividends on
 our common stock.

  Part II

  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

  1999 COMPARED WITH 1998

     PORTFOLIO
     The net portfolio balance was $11.68 billion at December 31, 1999,
 an increase of 10.8% or $1.14 billion over December 31, 1998.  We
 serviced and additional $1.66 billion in sold receivables for which we
 collect servicing fees.

     We financed new retail business of $5.84 billion during 1999 as
 compared to $5.82 billion in 1998.  Retail financing attributed $1.25
 billion to the growth of our portfolio.  This was slightly offset by a
 decrease in the short-term dealer receivables purchased from
 Caterpillar.

     REVENUES
     Total revenues for 1999 were a record  $1.19 billion, an increase
 of $141 million over 1998, primarily the result of the larger
 portfolio.

     The average interest rate on finance receivables was 8.12% for
 1999 compared with 8.75% for 1998. This rate is computed by dividing
 finance income by the average finance receivable balance, net of
 unearned income.  The tax benefits of governmental lease purchase
 contracts and tax-oriented leases are not included in these computed
 interest rates.

     Other revenue was $79 million for 1999, an increase of $4 million
 from 1998 which included:

  Increases of:  $9 million interest income from Cat Inc.
                 $5 million miscellaneous fees and late charges
                 $2 million securitization related income
  Decreases of:  $5 million gain on sale of receivables
                 $4 million profit on terminations
                 $4 million exchange gain/loss

     EXPENSES
     Interest expense for 1999 increased $67 million over 1998.  This
 increase was primarily the result of increased borrowings to support
 the larger portfolio.  The average interest rate on borrowed funds was
 5.57% for 1999 as compared to 6.00% for 1998.

     Depreciation expense increased $32 million over 1998 primarily due
 to an increase in new equipment on operating leases.

     General, operating and administrative expenses increased $29
 million during 1999 as compared to 1998.  This increase is primarily
 due to staff-related expenses and other expenses incurred to increase
 new business, service the larger managed portfolio and support
 geographic expansion.  The number of full-time employees was 928 at
 December 31, 1999, an increase of 107 from 1998.

     The provision for credit losses decreased $10 million compared to
 1998.  The decrease is attributable to improved loss performance in
 1999.  Our allowance for credit loss is 1.15% of our net finance
 receivables, which is a slight increase from 1.05% in 1998.

     PROFIT
     Profit for 1999 was $128 million, a $16 million increase from
 1998.  This increase is primarily the result of increased revenue
 related to the larger portfolio and decreased provision for credit
 losses.

     PAST DUE RECEIVABLES
     Receivables that were past due over 30 days were 2.8% of the total
 receivables at December 31, 1999 as compared to 1.5% at December 31,
 1998.  The increase was primarily related to past due receivables in
 Latin America.  We continuously monitor the allowance for credit
 losses to provide for an amount we believe is adequate, after
 considering the value of any collateral, to cover uncollectible
 receivables including impaired loans and finance leases.  See Note 2
 of Notes to Consolidated Financial Statements for information on the
 allowance for credit losses.


  1998 COMPARED WITH 1997

     PORTFOLIO
     The net portfolio balance was $10.54 billion at December 31, 1998,
 an increase of 47% or $3.35 billion over December 31, 1997.

     In January 1998, we entered into an agreement with Caterpillar to
 purchase certain U.S. dealer receivables from Caterpillar at a
 discount.  Under this agreement, Caterpillar continues to service the
 receivables.  Under this program, we use a portion of collections each
 week to purchase additional receivables in order to maintain a
 consistent balance.  At December 31, 1998, the balance of receivables
 owned by us and serviced by Caterpillar was $1.17 billion, which is
 classified as wholesale notes receivable.

     We financed new retail business of $5.82 billion during 1998 as
 compared to $4.38 billion in 1997.  This 33% increase resulted
 primarily from financing more Caterpillar units at a higher average
 financed amount per unit.

     REVENUES
     Total revenues for 1998 were a record  $1.05 billion.  Of the $254
 million increase over 1997, primarily the result of the larger
 portfolio, $83 million resulted from the revenue earned on dealer
 receivables purchased from Caterpillar.

     The average interest rate on finance receivables was 8.75% for
 1998 compared with 8.69% for 1997.  This rate is computed by dividing
 finance income by the average finance receivable balance, net of
 unearned income.  The tax benefits of governmental lease purchase
 contracts and tax-oriented leases are not included in these computed
 interest rates.

     Other revenue was $75 million for 1998.  The increase of $12
 million from 1997 included increased securitization-related revenue of
 $8 million, interest income on loans to Caterpillar of $4 million,
 fees and other miscellaneous revenue.

     EXPENSES
     Interest expense for 1998 increased $135 million over 1997.  This
 increase was primarily the result of increased borrowings to support
 the larger portfolio.  The average interest rate on borrowed funds was
 6.00% for 1998 as compared to 5.94% for 1997.

     Depreciation expense increased $29 million over 1997 due to an
 increase in new equipment on operating leases.

     General, operating and administrative expenses increased $28
 million during 1998 as compared to 1997.  This increase was primarily
 due to staff-related expenses and other expenses incurred to increase
 new business, service the larger managed portfolio and support
 geographic expansion.  The number of full-time employees was 821 at
 December 31, 1998, an increase of 137 from 1997.

     The provision for credit losses increased $31 million over 1997
 mainly due to the larger portfolio.

     PROFIT
     Profit for 1998 was $112 million, a $17 million increase from
 1997.  This increase was primarily the result of a larger portfolio,
 partially offset by a higher provision for credit losses.

     PAST DUE RECEIVABLES
     Receivables that were past due over 30 days were 1.5% of the total
 receivables at December 31, 1998 (1.7% excluding the dealer
 receivables serviced by Caterpillar), as compared to 1.7% at December
 31, 1997.  We continuously monitor the allowance for credit losses to
 provide for an amount we believe is adequate, after considering the
 value of any collateral, to cover uncollectible receivables including
 impaired loans and finance leases.  See Note 2 of Notes to
 Consolidated Financial Statements for information on the allowance for
 credit losses.


  CAPITAL RESOURCES AND LIQUIDITY

     Operations for 1999 were funded with a combination of bank
 borrowings, commercial paper, equity capital invested by Caterpillar,
 medium-term notes, sales of receivables and retained earnings.

     Total outstanding debt at December 31, 1999 was $10.80 billion, an
 increase of $1.23 billion from 1998.  This was primarily comprised of
 $7.46 billion of medium term notes, $2.78 billion of commercial paper
 and $88 million of notes payable to banks.

     At December 31, 1999, we had total credit lines of $4.91 billion
 that included $2.60 billion of revolving credit agreements shared with
 Caterpillar, a $1 billion European Revolving Credit Agreement, $835
 million of variable amount lending agreements with Caterpillar and
 $471 million of short-term credit lines.  These credit lines are with
 a number of banks and are considered support for our commercial paper,
 commercial paper guarantees and bank borrowings.

     As an alternative funding source, we securitize assets from time
 to time.  In this process, retail or wholesale finance receivables are
 sold to special purpose bankruptcy-remote subsidiaries. In 1999 we
 received proceeds of $597 million for retail finance receivables sold.

     Caterpillar contributed an additional $70 million of equity
 capital during 1999.  Our debt-to-equity ratio at December 31, 1999
 was 7.8 to 1 as compared to 8.0 to 1 at December 31, 1998.

     YEAR 2000 READINESS

     The Year 2000 ("Y2K") issue related to the inability of computer
 applications to distinguish between years with the same last two
 digits in different centuries such as 1900 and 2000.  We are pleased
 to report that we have experienced no interruptions to our business
 related to Y2K.  We spent approximately $.5 million preparing for Y2K.
     We do not expect any significant problems in the future.  However,
 we will continue to monitor our systems and report significant Y2K
 related problems.


  ITEM 7.A QUANTITATIVE AND QUALITATIVE MARKET RISK
     We use interest rate derivative financial instruments and currency
 derivative financial instruments to manage interest rate and foreign
 currency exchange risks that we encounter as a part of our normal
 business.  We do not use these instruments for trading purposes.

Interest rate derivatives.  We have a "matched funding" objective
 whereby the interest rate profile (fixed rate or floating rate) of our
 debt portfolio is matched to the interest rate profile of our
 receivables portfolio within certain parameters.  In pursuing this
 objective, we use interest rate swap agreements to modify the
 structure of the debt portfolio.  "Matched funding" allows us to
 maintain our interest rate spreads, regardless of the direction
 interest rates move.

Foreign currency derivatives.  In managing foreign currency risk our
 objective is to minimize earnings volatility resulting from the
 translation of net foreign currency balance sheet positions.  We use
 foreign exchange contracts to offset the risk when the currency of our
 receivables portfolio does not match the currency of our debt
 portfolio.

     In the normal course of business, our operations and financial
 position are subject to fluctuations in interest rates.  We use
 interest rate swap agreements to manage this risk and maintain the
 spread between interest-bearing assets and liabilities.  To estimate
 the impact of interest rate movement on our income, we use a software
 application that computes a "baseline" and "shocked" interest expense
 over the next 12 months.  The difference between the "baseline" and
 "shocked" amounts is an estimate of our sensitivity to interest rate
 movement.

     We determine the "baseline" interest expense by applying a market
 interest rate to the unhedged portion of our debt portfolio.  The
 unhedged portion of our portfolio is an estimate of fixed rate assets
 funded by floating rate liabilities.  We incorporate the effects of
 interest rate swap agreements in the estimate of our unhedged
 portfolio.  We determine the "shocked" interest expense by adding 100
 basis points to the market interest rate applied to "baseline"
 interest expense and apply this rate to the unhedged portfolio.

     Based on our sensitivity analysis, assuming no new fixed-rate
 assets were extended and no further action was taken to alter our
 current interest rate sensitivity, the impact of a 100 basis point
 rise in interest rates is an estimated $18 million increase to
 interest expense over the next 12 months as compared to the $14
 million estimated increase reported last year.  Although we believe
 this measure provides a meaningful estimate of our interest rate
 sensitivity, it does not adjust for other factors that impact our
 interest expense.  Accordingly, no assurance can be given that actual
 results would be consistent with the results of our estimate.  Our
 analysis does not necessarily represent our current outlook of future
 market interest rate movement.


  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required by Item 8 is incorporated by reference from
 pages 13 through 16.


  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
             Consolidated Statement of Profit
             Consolidated Statement of Changes in Equity
             Consolidated Statement of Cash Flows
             Notes to the Consolidated Financial Statements

     (b)  Reports on Form 8-K
     No current reports on form 8-K were filed during the fourth
     quarter.

     (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 30, 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.

     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 23, 2000  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
                                               President, Director
  February 23, 2000    /s/ James S. Beard      and Principal
                        James S. Beard         Executive Officer


                                               Executive Vice
  February 23, 2000    /s/ James R. English    President and
                        James R. English       Director


  February 23, 2000    /s/ James W. Owens      Director
                        James W. Owens
                                               Controller and
  February 23, 2000    /s/ Kenneth C. Springer Principal Accounting
                        Kenneth C. Springer    Officer

                                               Treasurer and
  February 23, 2000    /s/ Edward J. Scott     Principal Financial
                        Edward J. Scott        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 8 present fairly, in all
material respects, the financial position of Caterpillar Financial
Services Corporation and its subsidiaries at December 31, 1999, 1998
and 1997 and the results of their operations and their cash flows for
the years then ended in conformity with accounting principles generally
accepted in the United States.  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 auditing
standards generally accepted in the United States, 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.





  PRICEWATERHOUSECOOPERS LLP

  Nashville, Tennessee
  January 20, 2000



CATERPILLAR FINANCIAL SERVICES CORPORATION

  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
  AT DECEMBER 31,  (Dollars in Millions, except share data)

                                        1999       1998       1997
  Assets:
    Cash and cash equivalents        $    85    $   49    $     41
    Finance receivables (Notes 2, 3 and 5):
     Retail notes receivable           2,657      2,283      1,852
     Wholesale notes receivable        1,983      2,110        498
     Investment in finance receivables 7,225      6,351      4,994
                                      11,865     10,744      7,344
      Less:  Unearned income             971        852        662
             Allowance for credit losses 134        111         84
                                      10,760      9,781      6,598

    Equipment on operating leases,(Note 4)
      less accumulated depreciation      870        716        559
    Deferred income taxes (Note 11)        9          8          5
    Notes receivable from
      Caterpillar (Note 13)              333        246          -
    Other assets                         437        335        224
  Total assets                       $12,494    $11,135     $7,427


  Liabilities and stockholder's equity:
    Payable to dealers and others    $   127    $   113     $   85
    Payable to Caterpillar -
      Borrowings (Note 13)               311        212        244
    Payable to Caterpillar -
      Other (Note 13)                      7          5          5
    Accrued interest payable              94         85         47
    Income taxes payable (Note 11)         9        106         81
    Other liabilities                     28         31         22
    Short-term borrowings (Note 7)     2,963      3,113      2,731
    Current maturities of long-term
      debt (Note 8)                    2,937      2,179      1,088
    Long-term debt (Note 8)            4,585      4,058      2,274
    Deferred income taxes (Note 11)       48         32         39
  Total liabilities                   11,109      9,934      6,616

  Commitments and contingent liabilities (Note 10)

    Common stock - $1 par value
      Authorized:  2,000 shares
      Issued and outstanding:one share   745        675        395
    Retained earnings                    683        555        443
    Accumulated other comprehensive
      income                             (43)       (29)       (27)
  Total stockholder's equity           1,385      1,201        811

  Total liabilities and
    stockholder's equity             $12,494    $11,135     $7,427
  See Notes to Consolidated Financial Statements




CATERPILLAR FINANCIAL SERVICES CORPORATION

  CONSOLIDATED STATEMENT OF PROFIT
  FOR THE YEARS ENDED DECEMBER 31,  (Dollars in Millions)

                                       1999       1998        1997
  Revenues:
    Wholesale finance income          $   171    $   147      $   49
    Retail finance income                 685        610         499
    Rental income                         253        214         180
    Other income                           79         75          63
          Total revenues                1,188      1,046         791

  Expenses:
    Interest (Notes 7 and 8)              569        502         367
    Depreciation                          200        168         139
    General, operating and administrative 154        125          97
    Provision for credit losses            60         70          39
    Other expense                           2          2           2
          Total expenses                  985        867         644

  Profit before income taxes              203        179         147

  Provision for income taxes (Note 11)     75         67          53

          Net profit                     $128       $112        $ 94

  See Notes to Consolidated Financial Statements



CATERPILLAR FINANCIAL SERVICES CORPORATION

  CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
   FOR THE YEARS ENDED DECEMBER 31,  (Dollars in Millions)

                               1999           1998            1997

Retained earnings:
  Balance at January 1,   $  555          $  443          $ 349
     Net profit              128    $128     112   $112      94    $ 94
  Balance at December 31,    683             555            443

Accumulated other
comprehensive income:
  Balance at January 1,     (29)            (27)              1
  Foreign currency
    translation adjustment  (14)     (14)    (2)     (2)   (28)     (28)
  Comprehensive income              $114           $110            $ 66
 Balance at December 31,    (43)            (29)           (27)

Paid-in capital:
  Balance at January 1,      675             395            345
    Equity capital from
     Caterpillar              70             280             50
 Balance at December 31,     745             675            395

Total equity              $1,385          $1,201          $ 811
See Notes to Consolidated Financial Statements



CATERPILLAR FINANCIAL SERVICES CORPORATION

  CONSOLIDATED STATEMENT OF CASH FLOWS
  FOR THE YEARS ENDED DECEMBER 31,  (Dollars in Millions)

                                         1999       1998        1997
  Cash flows from operating activities:
    Net income                          $ 128       $112       $  94
    Adjustments for non-cash items:
      Depreciation                        200        168         139
      Provision for credit losses          60         70          39
      Other                               (9)       (29)        (42)
    Change in assets and
liabilities:
      Receivables from customers        (164)      (157)        (40)
and others
      Deferred income taxes                17       (11)         (3)
      Payable to dealers and others        14         28         (1)
      Payable to Caterpillar - other        3          -           2
      Accrued interest payable              9         38           9
      Income taxes payable               (97)         25          41
      Other, net                            8        (3)         (3)
Net cash provided by operating activities 169        241         235

  Cash flows from investing activities:
    Additions to property and equipment  (490)      (343)       (282)
    Disposals of equipment                186        124         123
    Additions to finance receivables  (15,798)   (14,962)     (6,644)
    Collections of finance receivables 13,323      9,958       3,605
    Proceeds from sales of receivables  1,324      1,706       1,833
    Notes receivable from Caterpillar     (87)      (243)          -
    Other, net                              4        (4)         (3)
Net cash used for investing activities (1,538)    (3,764)     (1,368)

  Cash flows from financing activities:
    Additional paid-in capital             70        280          50
    Payable to Caterpillar - Borrowings   100       (29)          94
    Proceeds from long-term debt        3,464      3,962       1,822
    Payments on long-term debt        (2,179)    (1,088)     (1,060)
    Short-term borrowings, net           (56)        411         241
Net cash provided by financing
  activities                            1,399      3,536       1,147

  Effect of exchange rate changes on cash   6        (5)           -

  Net change in cash and cash equivalents  36          8          14

  Cash and cash equivalents at
    beginning of year                      49         41          27

  Cash and cash equivalents at
    end of year                        $   85     $   49       $  41

  See Notes to Consolidated Financial Statements
  All short-term investments, which consist primarily of highly liquid
investments with original maturities of less than 3 months, are
considered to be cash equivalents



  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (Dollars in Millions)

  Note 1 - Summary Of Significant Accounting Policies

  A.   Basis of consolidation
       Caterpillar Financial Services Corporation is a wholly owned
  finance subsidiary of Caterpillar Inc. (together with its other
  subsidiaries, "Caterpillar").  We provide retail financing
  alternatives to customers and dealers around the world for
  Caterpillar and non-competitive related equipment, provide
  wholesale financing to Caterpillar dealers and purchase short-term
  dealer receivables from Caterpillar.

       The financial statements include the accounts of Caterpillar
  Financial Services Corporation and its subsidiaries.  Investments
  in companies that are owned 50% or less are accounted for by the
  equity method.  All material intercompany balances have been
  eliminated.  Certain amounts for prior periods have been
  reclassified to conform to the 1999 presentation.

  B.   Recognition of earned income
      Retail finance income on finance leases, installment sale
     contracts and governmental tax leases is recognized over the term of
     the contract at a constant rate of return on the scheduled
     outstanding principal balance.
      Rental income on operating leases is recorded in the period
     earned.
      Wholesale finance income on dealer inventory, rental fleets,
     rental stores and on short-term dealer receivables is recognized
     based on the daily balance of wholesale receivables outstanding and
     the applicable effective interest rate.
      Loan origination and commitment fees over five hundred dollars
     are amortized to finance income using the interest method over the
     life of the finance receivables.

     Recognition of income is suspended when management determines
 that collection of future income is not probable.  Accrual is
 resumed, and previously suspended income is recognized, when the
 receivable becomes contractually current and collection doubts are
 removed.

  C.   Depreciation
     Depreciation on equipment on operating lease is recognized using
 the straight-line method over the lease term, typically one to
 seven years.  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.

  D.   Amortization
     Debt issuance costs are capitalized and amortized to interest
 expense over the expected term of the debt issue.

  E.   Derivative financial instruments
     We use interest rate and currency derivative financial
 instruments to manage risks encountered through the normal course
 of business.  We do not use any of these instruments for
 speculative purposes.  Please refer to Note 9 for more information
 on derivative instruments, including the methods used to account
 for them.

  F.   Allowance for credit losses
     On a regular basis, we evaluate the collectibility of receivable
 balances and maintain an allowance for credit losses that we
 believe is sufficient to cover uncollectible accounts including
 impaired loans and finance leases.  Uncollectible receivable
 balances are written off against the allowance for credit losses
 when the underlying collateral is repossessed or when we determine
 that it is probable the receivable balance is uncollectible.

  G.   Income taxes
     We have a tax sharing agreement with Caterpillar under which we
 combine our tax position with Caterpillar's when appropriate.  When
 we combine our tax positions under this agreement, we pay to or
 receive from Caterpillar our allocated share of income taxes or
 credits.

  H.   Foreign currency translation
     Assets and liabilities of foreign subsidiaries (the majority of
 which use the local currency as their functional currency) are
 translated at current exchange rates.  The effects of translation
 adjustments are reported as a separate component of accumulated
 other comprehensive income entitled "Foreign currency translation
 adjustment."  Gains and losses resulting from the translation of
 foreign currency amounts to functional currency are included in
 "Other income" on the Consolidated Statement of Profit.

  I.   Use of estimates in the preparation of financial statements
     The preparation of financial statements in conformity with
 generally accepted accounting principles requires us to make
 estimates and assumptions that affect the reported amounts.
 Examples include accruals for income taxes and the allowance for
 credit losses.  Actual results may differ from these estimates.

  J.   New accounting standard
     In June 1998, the Financial Accounting Standards Board issued
 Statement of Financial Accounting Standards No. 133, "Accounting
 for Derivative Instruments and Hedging Activities."  This Statement
 requires that an entity recognize all derivatives as either assets
 or liabilities in the statement of financial position and measure
 those instruments at fair value.  We will adopt this new accounting
 standard on January 1, 2001.  Due to the complexity of this new
 standard, we have not completed an assessment of the impact it will
 have on our financial position or results of operations.

  Note 2 - Receivables And Allowance For Credit Losses

     The contractual maturities of outstanding receivables at
 December 31, 1999 were:

                   Installment    Finance
  Amounts due in   Contracts      Leases      Notes      Total

       2000           $1,121      $1,295     $2,720   $  5,136
       2001              794         979        664      2,437
       2002              509         626        468      1,603
       2003              242         329        269        840
       2004               69         136        194        399
    Thereafter            18         128        325        471
                       2,753       3,493      4,640     10,886
Residual value                       979                   979
Less:  Unearned income   295         596         80        971

       Total          $2,458      $3,876     $4,560    $10,894

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

     In July 1999, we securitized $594 of our receivables consisting
 of $487 of installment sale contracts and $107 of finance lease
 contracts and recognized a $3 pre-tax gain.  We will continue to
 receive fees in future periods for servicing these sold
 receivables.  We used the proceeds from this sale to reduce debt.

     At December 31, 1999, we serviced $1,660 of sold receivables
 which consisted of $750 in wholesale receivables under a revolving
 asset-backed securitization agreement, $753 of installment sale
 contracts and $157 of finance leases.  These receivables are not
 available to pay our creditors.


  Impaired loans or finance leases
     A loan or finance lease is considered impaired when the
 investment in the contract or equipment exceeds the expected
 proceeds, including the disposition of underlying collateral if
 applicable.

                                                 1999     1998    1997
Total investment in impaired loans/finance
 leases at December 31,                         $  95    $  61   $  30
  Less:  Fair value of underlying collateral       41       35      18
Potential loss on impaired loans/finance leases $  54    $  26   $  12

Average investment in impaired loans/fianance
  leases                                        $ 106    $  73   $  47

  Allowance for credit losses activity for the year ended December 31,
                                            1999      1998       1997
Balance at beginning of year               $ 111     $  84      $  74
Provision for credit losses                   60        70         39
Receivables written off, net of recoveries   (31)      (38)       (19)
Adjustment related to sale of receivables     (5)       (5)        (6)
Foreign currency translation adjustment       (1)        -         (4)
Balance at end of year                     $ 134     $ 111      $  84


  Note 3 - Investment In Financing Leases

The components of net investment in financing leases at December 31,
were as follows:
                                           1999       1998       1997
 Total minimum lease payments receivable $3,493     $3,161     $2,783
  Estimated residual value of leased assets:
     Guaranteed                            261        229        206
     Unguaranteed                          718        667        519
                                         4,472      4,057      3,508
    Less:  Unearned Income                 596        529        477

  Net investment in financing leases    $3,876     $3,528     $3,031



  Note 4 - Equipment On Operating Leases

     Components of equipment on operating leases, less accumulated
 depreciation, at December 31, were as follows:
                                          1999       1998       1997
Equipment on operating leases, at cost  $1,260     $1,040       $827
    Less:  Accumulated depreciation        390        324        268

  Equipment on operating leases, net    $  870     $  716       $559


     At December 31, 1999, scheduled minimum rental payments for
 operating leases were as follows:
                                           There-
    2000    2001    2002    2003    2004   after   Total
    $250    $192    $105     $48     $13     $8     $616



  Note 5 - Concentration Of Credit Risk

       Our receivables are primarily comprised of receivables under
  installment sale contracts, receivables arising from leasing
  transactions and notes receivable.  Percentages of the total value
  of our portfolio represented by each financing plan at December 31,
  were as follows:

                                 1999       1998        1997
  Retail Financing:
      Finance (non-tax)leases    23%        23%         29%
      Installment sale contracts 21%        20%         19%
      Tax leases                 16%        15%         18%
      Customer loans             16%        15%         18%
      Dealer loans                6%         6%          7%
      Municiple leases            1%         2%          2%
  Wholesale Financing            17%        19%          7%

       Receivables from customers in construction-related industries
  made up approximately one-third of total finance receivables at
  December 31, 1999, 1998 and 1997.  No single customer or dealer
  represents a significant concentration of credit risk.  We
  typically maintain a security interest in retail financed equipment
  and require physical damage insurance coverage on all financed
  equipment.  For information concerning business segments see Note
  15.



  Note 6 - Credit Lines

  At December 31, 1999, we had the following credit lines available:

Two syndicated revolving credit lines.  Two revolving credit lines,
 used to support our commercial paper and commercial paper
 guarantees totaling $2,900, are shared with Caterpillar under the
 following allocation:
                                         Five year   364-day
                                         Facility    Facility   Total
 Caterpillar                             $   187    $   113   $   300
 Caterpillar Financial Services Corp.      1,688        912     2,600
 Total                                    $1,875     $1,025    $2,900
  The five year facility expires on Oct. 5, 2002; the 364-day facility
  expires on Sept. 28, 2000.

   At December 31, 1999, there were no borrowings under these lines.

European revolving credit line.  This $1,000 credit line, which
 expires on May 1, 2003, supports our Euro commercial paper program.
 Under this program, commercial paper is issued by Caterpillar
 International Finance, plc., our Irish subsidiary, with our
 guarantee.  At December 31, 1999, there were no borrowings under
 this credit line.

Short-term credit lines from banks.  These credit lines total $471
 and will be eligible for renewal at various dates throughout 2000.
 They are used for bank borrowings and as support for our
 outstanding commercial paper and commercial paper guarantees.  We
 had $88 outstanding against these credit lines at December 31,
 1999.

Variable amount lending agreements with Caterpillar.  Under these
 agreements, we may borrow up to $835 from Caterpillar, and
 Caterpillar may borrow up to $673 from us.  The agreements are in
 effect for indefinite periods of time and may be changed or
 terminated by either party with 30 days' notice.  We had borrowings
 of $311 and loans receivable of $333 outstanding at December 31,
 1999.  Please refer to Note 13 for more information concerning
 activity under these lines.

     The revolving credit facilities require us to maintain a
 consolidated ratio of profit before taxes plus fixed charges to
 fixed charges at no less than 1.15 to 1 for each quarter; 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); and tangible net worth must be at least
 $20.  At December 31, 1999, we were in compliance with these
 requirements.


  Note 7 - Short-Term Borrowings

 At December 31, short-term borrowings were comprised of the
  following:
                             1999          1998             1997
                       Balance   Avg.   Balance  Avg.   Balance   Avg.
                                 Rate          Rate             Rate
Commercial paper, net  $2,778   5.5%    $2,850  5.2%   $2,536   5.2%
Payable to banks, net      88   5.8%       189   4.8%     145   4.5%
Other                      97   5.8%        74  5.2%       50   5.5%
Total                  $2,963           $3,113         $2,731


Additional information about our short-term debt is as follows for
  the years ended December 31,:

                                     1999       1998      1997
Average short-term borrowings       $2,773    $2,875     $2,655
Weighted average interest rate        5.2%      5.3%       5.3%

Cash paid for interest               $148      $183       $158


  Note 8 - Long-Term Borrowings

     During 1999, we issued $3,436 of medium-term notes, of which
 $1,285 were at fixed interest rates and $2,151 were at floating
 interest rates, primarily indexed to LIBOR.  At December 31,1999,
 the average weighted interest rate on outstanding medium-term notes
 was 6.1%, with remaining maturities ranging up to 7 years.  Cash
 paid for interest on long-term debt in 1999, 1998 and 1997 was
 $403, $298 and $198, respectively.

     Long-term debt outstanding at December 31, 1999 matures as
  follows:

                  2000                $2,937
                  2001                 2,198
                  2002                 1,389
                  2003                   383
                  2004                   530
                  Thereafter              85

                  Total               $7,522


  Note 9 - Derivative Financial Instruments And Risk Management

     We use interest rate derivative financial instruments and
 currency derivative financial instruments to manage interest rate
 and foreign currency exchange risks that we encounter as a part of
 our normal business.  We do not use these instruments for trading
 purposes.


  Interest rate derivatives
     We use interest rate swap agreements to manage the risk of
 changes in interest rates.  Under the terms of a swap agreement, we
 exchange with the counterparty the difference between two interest
 rates periodically over the life of the agreement.  At December 31,
 1999, we had interest rate swap contracts outstanding with notional
 amounts totaling $3,247 with terms up to fifteen years.  These
 contracts effectively change:

         $2,118 of floating rate debt to fixed rate debt
         $1,129 of fixed rate debt to floating rate debt

     Net interest on 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.  We did not incur any
 gains or losses on termination of these contracts during 1999.

     Our current loss exposure on interest rate swaps related to
 credit risk is $22 at December 31, 1999.  In addition, we may incur
 additional costs in replacing at current market rates any contracts
 for which a counterparty fails to perform.  To reduce the risk of
 credit losses being incurred, we enter into contracts only with
 counterparties that have A- or better credit ratings and monitor
 the credit standing of the counterparties.  We do not anticipate
 nonperformance by any of these counterparties.

  Foreign currency derivatives
     We use foreign exchange contracts to manage the risk of
 fluctuating exchange rates.  These contracts have terms that
 generally range up to three months.  At December 31, 1999, we had
 foreign exchange contracts totaling $2,000, $3 of which were with
 Caterpillar.  They hedge foreign currency denominated receivables
 and debt of our international subsidiaries.

     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
 Other income.


  Note 10 - Commitments And Contingent Liabilities

     We are contingently liable under guarantees of securities of
 certain parties, including Caterpillar.  These guarantees have
 terms ranging up to two years and are secured by dealer assets or
 Caterpillar equipment.  No loss has been experienced nor is any
 anticipated under these guarantees.  The total guarantees and
 amounts outstanding at December 31, are as follows:

                              1999       1998       1997
Guarantees with others       $ 305       $179       $211
Guarantees with Caterpillar     85         75         50
Total guarantees             $ 390       $254       $261

Outstanding with others      $ 129       $ 88       $104
Outstanding with Caterpillar     4         31          5
Total outstanding            $ 133       $119       $109

     We are party to agreements in the normal course of business with
 selected customers and dealers in which we commit to provide a set
 dollar amount of financing on a pre-approved basis.  We also
 provide lines of credit to selected customers and dealers, of which
 a portion remains unused as of December 31, 1999.  Commitments and
 lines of credit generally have fixed expiration dates or other
 termination clauses.  It has been our experience that not all
 commitments and lines of credit will be used.  Management applies
 the same credit policies when making commitments and granting lines
 of credit as it does for any other financing.  We do 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, 1999
 was $1,886 compared to $3,891 at December 31, 1998 and $2,347 at
 December 31, 1997.

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


  Note 11 - Income Taxes

     The components of the provision for income taxes were as follows
 for the years ended December 31,:
                                1999            1998         1997
Current tax provision:
  U.S. federal taxes           $  43           $  54         $  47
  Foreign taxes                   13              18             9
  U.S. state taxes                 4               5             5
                                  60              77            61

Deferred tax provision
  (credit):
  U.S. federal taxes               9             (7)           (9)
  Foreign taxes                    6             (3)             2
  U.S. state taxes                 -               -           (1)
                                  15            (10)           (8)

Total provision for income     $  75           $  67         $  53
  taxes

Cash paid for taxes            $ 158           $  52         $  16

     Current tax provision (credit) is the amount of income taxes
 reported or expected to be reported on our tax returns.  Under our
 tax sharing agreement with Caterpillar we have paid to, or received
 from Caterpillar, our allocated share of income taxes or credits as
 requested by Caterpillar, based on actual tax settlements.
 Beginning January 1999, we agreed to make quarterly payments to
 Caterpillar based on estimated tax liabilities.  The $158 paid
 during 1999 includes $98, paid to Caterpillar, which was accrued
 during 1997 and 1998 for federal income taxes.

     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 netted by tax jurisdiction and
 taxpayer.  Our consolidated deferred taxes consisted of the
 following components at December 31,:

                                        1999            1998       1997
Deferred tax assets:
  Allowance for credit losses              $ 35           $ 30      $ 22
  Alternative fuel tax credit                 -              1         1
  Expected foreign tax credit                16              8        10
  Net operating loss carryforwards            7              7         5
                                             58             46        38

Deferred tax liabilities - primarily
 depreciation                               (90)           (63)      (67)
Valuation allowance for deferred
 tax assets                                  (7)            (7)       (5)

                                            (97)           (70)      (72)

Deferred taxes - net                       $(39)          $(24)     $(34)

     Of our foreign subsidiaries that are in net operating loss carry
 forward positions, there is not sufficient evidence to substantiate
 recognition of deferred tax assets.  Accordingly, a valuation
 allowance has been recorded for this amount.  It is possible that
 circumstances could change in the near term at one or more of these
 foreign subsidiaries which would allow us to reduce the valuation
 allowance and to record additional net deferred tax assets.

     The provision for income taxes was different than would result
 from applying the U.S. statutory rate to Profit before income taxes
 for the years ended December 31, for the reasons set forth in the
 following reconciliation:

                                            1999         1998      1997
Taxes computed at U.S. statutory rates      $ 71          $63       $52
Increases (decreases) in taxes
  resulting from:
  Finance income not subject to
    federal taxation                          (3)          (4)       (3)
  State income taxes, net of federal taxes     3            3         3
  Subsidiaries' results subject to
  tax rates other than U.S. statutory rates    4            5         1

Provision for income taxes                  $ 75          $67       $53



     The domestic and foreign components of Profit before income
 taxes for the years ended December 31, were as follows:

                                    1999            1998       1997
  Domestic                          $163            $149      $121
  Foreign                             40              30        26

  Total                             $203            $179      $147

     The foreign component of Profit before income taxes is comprised
 of the profit of all consolidated subsidiaries located outside the
 United States.


  Note 12 - Fair Value Of Financial Instruments

     We use the following methods and assumptions to estimate the
 fair value of our financial instruments:

Assets and liabilities other than those listed below - carrying
 amount is a reasonable estimate of fair value.

Finance receivables, net - fair value is estimated by discounting the
 future cash flows using current rates for new receivables with
 similar remaining maturities.  Historical bad debts experience is
 also considered.

Long-term debt - fair value is estimated by discounting the future
 cash flows using our 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 - fair value is estimated based upon the amount
 we would receive or pay to terminate the agreements as of December
 31.

Forward exchange contracts - carrying amount is a reasonable estimate
 of fair value.

The estimated fair values of financial instruments at December 31,
 are as follows:
                          1999               1998               1997
                  Carrying   Fair    Carrying   Fair    Carrying    Fair
                  Amount     Value   Amount     Value   Amount      Value
Finance receivables
net (excluding tax
leases (1))       $ 9,740   $ 9,719  $ 8,916   $ 8,978  $ 5,846   $ 5,873

Long-term debt    $(7,522)  $(7,444) $(6,237)  $(6,281) $(3,362)  $(3,420)

Interest rate swaps:
 In a net receivable
  position           $ 22      $ 29      $ 14     $ 19       -       $ 19
 In a net payable
  position            $(1)      $(7)      $(2)    $(24)     $(3)     $(12)

Forward exchange
contracts:
  In a net gain
   position           $ 70      $70      $ 21     $ 21     $ 48      $ 48
  In a net loss
   position            $(3)     $(3)      $(9)     $(9)     $(6)      $(6)
(1)  Excluded items have a net carrying value of $1,020 at December
   31, 1999, $865 at December 31, 1998 and $753 at December 31, 1997.


  Note 13 - Transactions With Related Parties

     We have a Support Agreement with Caterpillar which provides that
 Caterpillar will remain, directly or indirectly, our sole owner,
 cause us to maintain a net worth of at least $20 and ensure that we
 maintain a ratio of earnings and interest expense (as defined) to
 interest expense of not less than 1.15 to 1.  In 1999, Caterpillar
 made capital contributions of $70.  Although this agreement can be
 modified or terminated by either party, any modification or
 termination which would adversely affect holders of our debt is
 required to be approved by holders of 66-2/3% of the aggregate
 outstanding debt.  Caterpillar's obligation under this agreement is
 not directly enforceable by any of our creditors and does not
 constitute a guarantee of any of our obligations.

     We have variable amount lending agreements with Caterpillar.
 Under these agreements, we may borrow up to $835 from Caterpillar,
 and Caterpillar may borrow up to $673 from us.  The agreements are
 in effect for indefinite periods of time and may be changed or
 terminated by either party with 30 days' notice.  Information
 concerning these agreements is as follows:

                                  1999      1998      1997
 Loans payable at December 31,    $311      $212      $244
 Loans receivable at December 31, $333      $246         -
 Interest paid                    $ 11      $  6      $ 12
 Interest earned                  $ 13      $  4         -

     We were contingently liable under guarantees of securities of
 Caterpillar totaling $85 at December 31, 1999, $75 at December 31,
 1998 and $50 at December 31, 1997.  Of these guarantees, the amount
 outstanding was $4 at December 31, 1999, $31 at December 31, 1998
 and $5 at December 31, 1997.

     We enter into forward exchange contracts with Caterpillar to
 hedge our U.S. dollar denominated positions in Australia against
 currency fluctuations.  These contracts have terms generally
 ranging up to three months.  These contracts totaled $3 at December
 31, 1999, 1998 and 1997.

     We have agreements with Caterpillar to purchase, at a discount,
 certain receivables generated by sales of products to Caterpillar
 dealers.  Information pertaining to these purchases is as below:

                            1999      1998       1997
Purchases made            $7,727    $6,622        $444
Discounts earned           $ 103      $ 89         $ 6
Servicing fees paid          $ 6       $ 5         $ -
Balance at December 31,   $1,173    $1,389        $139

     Under this program, we use a portion of collections each week to
 purchase additional receivables in order to maintain a consistent
 balance.  The effective interest rate on these receivables was
 8.93% at December 31, 1999.

     We participate in certain marketing programs sponsored by
 Caterpillar by providing financing to customers at rates below
 standard rates.  Under these programs, Caterpillar pays us an
 amount at the outset of the transaction, which we then recognize as
 income over the term of the financing.  During 1999, we billed $340
 to Caterpillar relative to such programs, compared with $221 in
 1998 and $151 in 1997.

     Caterpillar provides us with certain operational and
 administrative support, which is integral to the conduct of our
 business.  Our employees are covered by various benefit plans,
 including pension/post-retirement plans, administered by
 Caterpillar.  We reimburse Caterpillar for these charges which
 amounted to $7 during 1999, $6 during 1998 and $5 during 1997.
 Other corporate services for which we reimburse Caterpillar
 amounted to $2 for the year ended December 31, 1999, $3 for the
 year ended December 31, 1998 and $2 for the year ended December 31,
 1997.

     We have a tax sharing agreement with Caterpillar under which we
 combine our tax position with Caterpillar's when appropriate.  When
 we combine our tax positions under this agreement, we pay to or
 receive from Caterpillar our allocated share of income taxes or
 credits.


  Note 14 - Leases

     We lease certain offices and other property through operating
 leases.  Rental expense is charged to operations as incurred. Total
 rental expense for operating leases was $14, $12 and $10 for 1999,
 1998 and 1997, respectively.  At December 31, 1999, minimum
 payments for operating leases having initial non-cancelable terms
 in excess of one year are:

               2000                      $ 7
               2001                        5
               2002                        4
               2003                        3
               2004                        2
               Thereafter                  2
               Total                     $23

       In February 2000, we will begin moving our principal executive
  offices to a new leased facility.  The terms of this operating
  lease are enforceable only when the lessor meets certain criteria
  and deadlines.  We will occupy new space as it is made available
  throughout 2000.  Expected payments related to this new space are
  $2 for 2000, $4 for 2001 and $6 for each subsequent year until
  2014.  These amounts are subject to change based upon actual
  occupancy dates and are not reflected in the table above.


  Note 15 - Segment Information

  Basis for segment information
     We have three operating segments in which we offer primarily the
same types of services (see Note 1).  We account for transactions
between segments in accordance with generally accepted accounting
principles.  We segregate information based on management
responsibility:
         North America:  We have offices in the United States  and Canada
       that serve local dealers and customers.
         Europe:  We have offices throughout Europe that serve European
       dealers and customers.  Our Marine services division, which primarily
       finances marine vessels with Caterpillar engines, is also included in
       this segment.
         Diversified Services:  We have offices in Asia, Australia and
       Latin America that serve local dealers and customers.  Our Global
       accounts division, which primarily provides cross-border financing to
       customers in countries in which we have no local presence, is also
       included in this segment.

1999                             North     Europe  Diversified    Total
                                 America           Services
Revenue from external cusomters $   771       228       189   $  1,188
Inter-segment revenue           $    51         2         -   $     53
Net profit                      $   107        18         3   $    128
Interest expense                $   425        89       107   $    621
Depreciation expense            $   129        57        14   $    200
Income tax expense              $    61        11         3   $     75
Assets                          $ 9,236     2,968     2,317   $ 14,521
Expenditures for assets         $   321       146        23   $    490

1998                             North    Europe   Diversified    Total
                                 America           Services
Revenue from external customers $   675       197       174   $  1,046
Inter-segment revenue           $    26         4         -   $     30
Net profit                      $    90         9        13   $    112
Interest expense                $   353        80        99   $    532
Depreciation expense            $   101        52        15   $    168
Income tax expense              $    50         7        10   $     67
Assets                          $ 7,956     2,454     1,989   $ 12,401
Expenditures for assets         $   284        93        22   $    399


1997                             North    Europe   Diversified    Total
                                 America           Services
Revenue from external cusomters $   508       161       123    $   792
Inter-segment revenue           $     5         1         -    $     6
Net profit                      $    73        14         7    $    94
Interest expense                $   239        66        67    $   372
Depreciation expense            $    83        38        18    $   139
Income tax expense              $    41         7         5    $    53
Assets                          $ 5,080     1,765     1,379    $ 8,224
Expenditures for assets         $   141       179        30    $   350

  Reconciliation:
Interest expense               1999      1998      1997
Interest expense from segments $621      $532      $372
Inter-segment interest expense   52        30         5
Total interest expense         $569      $502      $367

Assets                          1999      1998      1997
Assets from segements          $14,521   $12,401    $8,224
Investment in subsidiaries         605       494       395
Inter-segment balances           1,422       772       402
Total assets                   $12,494   $11,135    $7,427

  Inside and outside the United States:
Revenue                          1999      1998      1997
Inside U.S.                     $   849    $  748      $581
Outside U.S.                        339       298       210
                                 $1,188    $1,046      $791

Property and Equipment, Net        1999      1998      1997
Inside U.S.                        $596      $485      $402
Outside U.S.                        306       249       173
                                   $902      $734      $575



  Note 16 - Selected Quarterly Financial Data (Unaudited)

1999                First     Second      Third     Fourth
                   quarter    quarter    quarter    quarter
Total revenues       $283       $294       $303       $307
Profit before taxes  $ 55       $ 49       $ 58       $ 41
Net profit           $ 35       $ 31       $ 37       $ 25

1998
Total revenues       $222       $255       $283       $285
Profit before taxes  $ 37       $ 40       $ 57       $ 45
Net profit           $ 24       $ 26       $ 35       $ 27

1997
Total revenues       $183       $189       $206       $213
Profit before taxes  $ 42       $ 34       $ 36       $ 35
Net profit           $ 27       $ 22       $ 23       $ 22


                                                           EXHIBIT 12

STATEMENT SETTING FORTH COMPUTATION OF RATIO OF PROFIT TO FIXED CHARGES
  YEARS ENDED DECEMBER 31,  (Millions of dollars)(Unaudited)

                                     1999       1998      1997

Net profit                           $128       $112     $  94

Add:
  Provision for income taxes           75         67        53

Deduct:
  Equity in profit of partnerships     (2)        (3)       (3)

Profit before taxes                  $201       $176     $ 144

Fixed charges:
  Interest on borrowed funds         $569      $ 502     $ 367
  Rentals at computed interest*         5          4         3

Total fixed charges                  $574      $ 506     $ 370

Profit before taxes plus fixed       $775      $ 682     $ 514
 charges

Ratio of profit before taxes plus
  fixed charges to fixed charges     1.35       1.35      1.39

       *Those portions of rent expense that are representative of
  interest cost.

                                                           EXHIBIT 23


  CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in the
 Registration Statements on Form S-3 (No. 333-73083) of Caterpillar
 Financial Services Corporation of our report dated January 20, 2000
 appearing on page 11 of this Form 10-K.



 PRICEWATERHOUSECOOPERS LLP

 Nashville, Tennessee
 February 23, 2000



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from our
financial statements for the year ended December 31, 1999 and is qualified in
its entirety by reference to such statements.
</LEGEND>
<MULTIPLIER> 1000000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                              85
<SECURITIES>                                         0
<RECEIVABLES>                                    11865
<ALLOWANCES>                                       134
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                            1260
<DEPRECIATION>                                     390
<TOTAL-ASSETS>                                   12494
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                           7151
                                0
                                          0
<COMMON>                                           745
<OTHER-SE>                                         640
<TOTAL-LIABILITY-AND-EQUITY>                     12494
<SALES>                                              0
<TOTAL-REVENUES>                                  1188
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   356
<LOSS-PROVISION>                                    60
<INTEREST-EXPENSE>                                 569
<INCOME-PRETAX>                                    203
<INCOME-TAX>                                        75
<INCOME-CONTINUING>                                128
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       128
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0
<FN>
<F1>We do not classify our balance sheet.
</FN>


</TABLE>


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