8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT



                      Pursuant to Section 13 of 15(d) of
                     the Securities Exchange Act of 1934

                     ____________________________________


    Date of Report (Date of earliest event reported):  June 14,
1995     


                  CATERPILLAR FINANCIAL SERVICES CORPORATION
              (Exact name of Registrant as specified in charter)



                               Delaware          
                         (State or other jurisdiction
                              of incorporation)



       0-13295                                       37-1105865   
   
(Commission File Number)                       (IRS Employer I.D.
No.)



3322 West End Avenue, Nashville, TN                    37203-0983
(Address of principal executive offices)               (Zip Code)



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








                   Page 1 of 6 Sequentially Numbered Pages
                                       
            Exhibit Index on Sequentially Numbered Page 4


Item 5.  Other Events

          Amendment to Support Agreement

          The Company and Caterpillar Inc. amended their Support
Agreement dated December 21, 1984, to provide that the Company
shall
maintain a ratio of (1) earnings before income taxes and
"Interest
Expense" (as defined) to (ii) Interest Expense, in each case
calculated for the fiscal year then most recently ended, for the
Company and its subsidiaries on a consolidated basis, of not less
than
1.15 to 1.

          To the extent required, Caterpillar Inc. has agreed to
make
payments to, or forgive payments from, the Company prior to the
end of
each such fiscal year so that such ratio would be maintained.

Item 7.  Financial Statements, Pro Forma
         Financial Information and Exhibits

          (c) Exhibits

          Exhibit
          Number              Description

          4. First Amendment to Support Agreement dated June 14,
1995




























                                    Page 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 thereunto duly authorized.



                                        

                         CATERPILLAR FINANCIAL SERVICES
CORPORATION
                                        
                            



                            By      /s/ Frank C. Carder        
                                      Frank C. Carder
                                        Treasurer



DATE:  June 15, 1995  




















                                    Page 3




                                EXHIBIT INDEX



                                                          
                                                          
                                                                  
   
                                                      
Sequentially
Exhibit                                                  Numbered
Number                   Description                      Page   



4.   First Amendment to Support Agreement dated             5
     June 14, 1995                                          




































                              Page 4

EX-4

                   First Amendment to Support Agreement


This first amendment to Support Agreement is made and entered
into by and between Caterpillar Inc., a Delaware corporation and
Caterpillar Financial Services Corporation (CFSC), a Delaware
corporation.

WHEREAS, Caterpillar Tractor Co. and CFSC entered into that
certain Support Agreement dated December 21, 1984; and

WHEREAS, Caterpillar Inc. is the surviving corporation in a
merger between Caterpillar Tractor Co. and Caterpillar Inc. and
as a result of such merger the Support Agreement became legally
binding upon and enforceable by Caterpillar Inc. on May 22, 1986,
in accordance with its terms.  

NOW, THEREFORE, the parties agree as follows:

Paragraph 2 of the Support Agreement is hereby amended to include
the following which shall be designated 2(A) and which shall
follow the existing paragraph entitled "Maintenance of Tangible
Net Worth".

Financial Covenants.  CFSC shall maintain a ratio of (i) earnings
of CFSC before income taxes and "Interest Expense" (as defined
below) to (ii) Interest Expense, in each case calculated for the
fiscal year then most recently ended for CFSC and its
Subsidiaries on a consolidated basis in accordance with generally
accepted accounting principles, of not less than 1.15 to 1.  If
it appears that CFSC will not achieve the stated ratio for a
particular fiscal year, Caterpillar Inc. shall make a payment to
or forgive a payment from CFSC, prior to the end of such fiscal
year, so that a ratio of not less than 1.15 to 1 is maintained. 
"Interest Expense" means, for any period of determination, all
interest (without duplication), whether paid in cash or accrued
as a liability, on Debt of CFSC and its Subsidiaries determined
on a consolidated basis for such period (including imputed
interest on any capital lease of CFSC or its Subsidiaries) in
accordance with generally accepted accounting principles.  "Debt"
means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar
instruments, (iii) obligations to pay the deferred purchase price
of property or services, (iv) obligations as lessee under leases
which shall have been or should be, in accordance with generally
accepted accounting principles, recorded as capital leases, and 


                              Page 5




(v) obligations under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) to purchase or
otherwise acquire, or other to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (iv) above.  "Subsidiary"
means a corporation more than 50% of the outstanding voting stock
of which is owned, directly or indirectly, by CFSC or by one or
more other Subsidiaries.  For the purposes of this definition,
"voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of
any contingency.

The last sentence of Paragraph 7 of the Support Agreement is
hereby amended in its entirety to read as follows:

"The term "Lender" in this paragraph 7 shall mean any person,
firm or corporation to whom CFSC is indebted for money borrowed
or that is a derivative counterparty to CFSC."

Agreed and accepted this ________ day of _________, 1995

Caterpillar Inc.


By:______________________

Title:___________________


Caterpillar Financial Services Corporation


By:_____________________

Title:__________________












supp.agr

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