8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2008

CATERPILLAR FINANCIAL ASSET TRUST 2008-A

(Exact name of issuing entity as specified in its charter)

Delaware	333-145491-02	88-0342613
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Caterpillar Financial Funding Corporation, as Depositor Greenview Plaza 4040 South Eastern Avenue, Suite 344 Las Vegas, Nevada	89119
(Address of principal executive office)	(Zip Code)

(702) 735-2514

(Registrant's telephone number, including area code )

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be Included in the Report

Item 8.01.  Other Events.

The registrant has filed a preliminary prospectus supplement, dated April 22, 2008, and prospectus, dated April 22, 2008, with respect to the offering by Caterpillar Financial Asset Trust 2008-A, a Delaware statutory trust, of approximately $608,671,000 in principal amount of the following classes of Asset Backed Notes:  Class A-1, Class A-2 and Class A-3 (the "Notes").

Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Notes and with respect to certain federal tax matters, together with related consents of Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are filed as Exhibits to this Report.

Copies of the opinion of Boult, Cummings, Conners & Berry, PLC with respect to certain Tennessee  tax matters, together with the related consent of Boult, Cummings, Conners & Berry, PLC to the incorporation by reference of such opinion as an exhibit to the Registration Statement, are filed as Exhibits to this Report.

Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)           Not applicable

(b)           Not applicable

(c)           Not applicable

(d)           Exhibits:  The following are filed as Exhibits to this Report:

Exhibit

Number

5.1           Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.

8.1           Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain federal tax matters.

8.2           Opinion of Boult, Cummings, Conners & Berry, PLC with respect to certain Tennessee taxmatters.

23.1         Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).

23.2         Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

23.3         Consent of Boult, Cummings, Conners & Berry, PLC (included in opinion filed asExhibit 8.2).

2 

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 hereunto duly authorized.

                                                               CATERPILLAR FINANCIAL ASSET TRUST 2008-A

                                                                        By:  Caterpillar Financial Funding Corporation, as Depositor

                                                                        By:  /s/ Michael G. Sposato

                                                                        Name:  Michael G. Sposato

                                                                        Title:    Secretary

Dated:  April 23, 2008

3 

Exhibit 5.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.

Exhibit 8.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

Exhibit 8.2

Opinion of Boult, Cummings, Conners & Berry, PLC with respect to certain Tennessee tax matters.

Exhibit 23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).

Exhibit 23.2

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

Exhibit  23.3

Consent of Boult, Cummings, Conners & Berry, PLC (included in opinion filed as Exhibit 8.2).

4 

EX-5.1

Exhibit 5.1

April 22, 2008

Caterpillar Financial Funding Corporation

4040 South Eastern Avenue, Suite 344

Las Vegas, Nevada 89119

Re:           Caterpillar Financial Asset Trust 2008-A

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-3 (File No. 333-145491), filed by Caterpillar Financial Funding Corporation, a Nevada corporation, with the Securities and Exchange Commission  (the “Commission”) on August 16, 2006 and declared effective on August 24, 2007 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of Asset-Backed Notes (the "Notes") issued by the Caterpillar Financial Asset Trust 2008-A ("CatFin Trust").  The Notes will be issued pursuant to an Indenture, dated as of April 1, 2008 (the “Indenture”), as more particularly described in the prospectus dated April 22, 2008 and the preliminary prospectus supplement dated April 22, 2008, relating to the Notes (together, the “Prospectus”).

We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed.  In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination and the other assumptions set forth herein, we are of the opinion that when the Notes have been duly executed and delivered in accordance with the Indenture and sold as described in the Prospectus, the Notes will be the legal and valid obligations of CatFin Trust enforceable against CatFin Trust in accordance with their terms and entitled to the benefits of the Indenture, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

The foregoing opinion is limited to matters arising under the federal laws of the United States of America and the laws of the State of New York.  Further, we express no opinion as to the laws, rules or regulations of any other jurisdiction or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York or as to any matters arising thereunder or relating thereto.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus.  In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,

/s/ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-8.1

Exhibit 8.1

April 22, 2008

Caterpillar Financial Funding Corporation

4040 South Eastern Avenue, Suite 344

Las Vegas, Nevada 89119

Re:           Caterpillar Financial Asset Trust 2008-A

Ladies and Gentlemen:

We have advised Caterpillar Financial Funding Corporation (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Caterpillar Financial Asset Trust 2008-A of the notes described in the Preliminary Prospectus Supplement dated April 22, 2008 (the "Prospectus Supplement") and the Prospectus dated April 22, 2008 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus") relating to such series of notes (the "Notes").  The Notes will be issued pursuant to an Indenture, dated as of April 1, 2008 (the “Indenture”) as more particularly described in the Prospectus.  The Prospectus forms a part of the Registration Statement on Form S-3 (File No. 333-145491) as filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on August 16, 2007 and declared effective on August 24, 2007 (the “Registration Statement”).  Such advice conforms to the description of selected federal income tax consequences to holders of the Notes that appears under the heading “Federal Income Tax Consequences” in the Base Prospectus and “Federal Income Tax Consequences” in the Prospectus Supplement.  Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.

Caterpillar Financial Funding Corporation

April 22, 2008

Page 2

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal income tax laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus contained therein.  In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

2 

EX-8.2

Exhibit 8.2

[Boult, Cummings, Conners & Berry PLC]

April 22, 2008

Caterpillar Financial Funding Corporation

4040 South Eastern Avenue, Suite 344

Las Vegas, Nevada 89119

We have acted as special Tennessee tax counsel to Caterpillar Financial Funding Corporation (the “Registrant”) and advised the Registrant with respect to certain Tennessee state tax aspects of the issuance by the Caterpillar Financial Asset Trust 2008-A of the notes described in the Preliminary Prospectus Supplement dated April 22, 2008 (the "Prospectus Supplement") and the Prospectus dated April 22, 2008 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus") relating to such series of notes (the "Notes").  The Notes will be issued pursuant to an Indenture, dated as of April 1, 2008 (the “Indenture”) as more particularly described in the Prospectus.  The Prospectus forms a part of the Registration Statement on Form S-3 (File No. 333-145491) as filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on August 16, 2007  and declared effective on August 24, 2007 (the “Registration Statement”).  Such advice conforms to the descriptions of certain Tennessee tax consequences to holders of the Notes that appear under the heading “Certain State Tax Considerations” in the Base Prospectus and under the heading “Summary of the Notes and the Transaction Structure – Tax Status” in the Prospectus Supplement. Such descriptions do not purport to discuss all possible Tennessee tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the descriptions are accurate in all material respects. To the extent that such descriptions explicitly state our opinion, we hereby confirm and adopt such opinion herein. There can be no assurance, however, that contrary positions will not be taken by the Tennessee Department of Revenue or that the law will not change.

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the tax laws of the State of Tennessee.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus contained therein.  In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.

                                                                                        Sincerely,

                                                                                        /s/ BCCB

                                                                                        BOULT, CUMMINGS, CONNERS & BERRY, PLC

2