10-K405/A

                              3


                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                            FORM 10-K 405
                                Amended

  (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



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 24, 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 24, 2000    /s/ James S. Beard      and Principal
                        James S. Beard         Executive Officer


                                               Executive Vice
  February 24, 2000    /s/ James R. English    President and
                        James R. English       Director

  February 24, 2000    /s/ James W. Owens      Director
                        James W. Owens
                                               Controller and
  February 24, 2000    /s/ Kenneth C.          Principal Accounting
                        Kenneth C. Springer    Officer

                                               Treasurer and
  February 24, 2000    /s/ Edward J. Scott     Principal Financial
                        Edward J. Scott        Officer

EX-23

                                                         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 and No. 333-
 75823) 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 24, 2000