SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration
under Section 12 (g) of the Securities Exchange Act of 1934
or Suspension of Duty to File Reports under Sections 13 and
15 (d) of the Securities Exchange Act of 1934.
Commission File Number 333-24373-01
CATERPILLAR FINANCIAL FUNDING CORPORATION
(Exact name of Registrant as specified in charter)
2950 East Flamingo Road, Suite E-4, Las Vegas, NV, 89121
Phone: (702) 735-2514
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CATERPILLAR FINANCIAL ASSET TRUST 1997-B ASSET BACKED NOTES
AND CATERPILLAR FINANCIAL TRUST 1997-B ASSET BACKED CERTIFICATES
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or
suspend the duty to file reports:
Rule 12g-4(a) (1) (i) [ ] Rule 12h-3(b)(1) (ii) [ ]
Rule 12g-4(a) (1) (ii) [ ] Rule 12-3(b)(2) (i) [ ]
Rule 12g-4(a) (2) (i) [ ] Rule 12-3(b)(2) (ii) [ ]
Rule 12g-4(a) (2) (ii) [ ] Rule 15d-6
Rule 12h-3(b) (1) (i) [ X ]
Approximate number of holders of record as of the
certificate or notice date: As of February 28, 1999,
there were less than 50 Certificateholders of record.
Pursuant to the requirements of the Securities Exchange
Act of 1934, Caterpillar Financial Funding Corporation has
caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.
DATED: March 29,1999 BY: /s/Paul J. Gaeto
Paul J. Gaeto, Secretary
