As filed with the Securities and Exchange Commission on April 24, 200025, 2001
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware 37-1105865
(State of other jurisdiction of (I.R.S. EmployerIdentification No.)
incorporation or organization)

2120 West End Avenue, Nashville, Tennessee 37203-0001
(615) 341-1000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

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PAUL J. GAETO
2120 West End Avenue
Nashville, Tennessee 37203-0001
(615) 341-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
LESLIE P. JAY ROBERT E. BUCKHOLZ, JR.
Orrick, Herrington & Sutcliffe LLP Sullivan & Cromwell
400 Sansome Street 125 Broad Street
San Francisco, California 94111 New York, New York 10004

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE

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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered per Unit** Offering Price** Registration Fee
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Debt Securities........ $4,000,000,000* 100%** $4,000,000,000*** $1,056,000$1,000,000
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* Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall result
in an aggregate initial offering price equivalent to $4,000,000,000 at the
time of initial offering, or (ii) at an original issue discount, such as
greater principal amount as shall result in proceeds to the registrant of
$4,000,000,000.
** Estimated solely for the purpose of calculating the registration fee.
*** Exclusive of accrued interest, if any.

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 21, 200025, 2001

PROSPECTUS

Caterpillar Financial Services Corporation

Debt Securities

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We may from time to time sell up to $4,000,000,000 aggregate initial
offering price of our debt securities. The debt securities may consist of
debentures, notes or other types of unsecured debt. We will provide the
specific terms of these securities in supplements to this prospectus. The debt
securities are solely our obligations and are not guaranteed by Caterpillar
Inc. You nor we may use this prospectus to carry out sales of debt securities
unless it is accompanied by a prospectus supplement.

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These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.

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April , 20002001

TABLE OF CONTENTS

Page
----

Caterpillar Financial Services Corporation................................. 3
Use of Proceeds............................................................ 3
Ratios of Profit to Fixed Charges.......................................... 3
Description of Debt Securities We May Offer................................ 3
Plan of Distribution....................................................... 9
Validity of Debt Securities We May Offer................................... 10
Experts.................................................................... 10
Where You Can Find More Information........................................ 10

CATERPILLAR FINANCIAL SERVICES CORPORATION

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

We are a Delaware corporation that was incorporated in 1981 and are the
successor to a company formed in 1954. Our principal executive office is
located at 2120 West End Avenue, Nashville, Tennessee 37203-0001 and our
telephone number is (615) 341-1000. Unless the context otherwise indicates,
the terms "Caterpillar Financial," "we," "us" or "our" mean Caterpillar
Financial Services Corporation and its wholly owned subsidiaries, and the term
"Caterpillar" means Caterpillar Inc. and its consolidated subsidiaries.

USE OF PROCEEDS

We will use net proceeds from the sale of the debt securities for the
financing of future sales and leasing transactions, for customer and dealer
loans and for other corporate purposes. We expect to incur additional
indebtedness in connection with our financing operations. However, the amount,
timing and precise nature of such indebtedness have not yet been determined
and will depend upon the volume of our business, the availability of credit
and general market conditions.

RATIOS OF PROFIT TO FIXED CHARGES

Our ratios of profit to fixed charges for each of the years ended
December 31, 19951996 through 19992000 and for the quarters ended March 31, 19992000 and
20002001 are as follows:

Quarter Ended
March 31, Year Ended December 31,
--------------------- ---------------------------------------------------------------------- --------- -----------------------
2001 2000 19992000 1999 1998 1997 1996
1995- ---- ---- ---- ---- ---- ---- ----

1.36 1.411.40 1.35 1.33 1.35 1.35 1.39 1.36 1.34

For the purpose of calculating this ratio, profit consists of income
before income taxes plus fixed charges. Profit is reduced by our equity in
profit of certain partnerships in which we participate. Fixed charges consist
of interest on borrowed funds (including any amortization of debt discount,
premium and issuance expense) and a portion of rentals representing interest.

DESCRIPTION OF DEBT SECURITIES WE MAY OFFER

As required by Federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
"indenture." The indenture is a contract, dated as of April 15, 1985, as
supplemented, between us and U.S. Bank Trust National Association (formerly
First Trust of New York, National Association), which acts as trustee. The
trustee has two main roles. First, the trustee can enforce your rights against
us if we default. There are some limitations on the extent to which the
trustee acts on your behalf, described later under "Events of Default and
Notices." Second, the trustee performs administrative duties for us, such as
sending you interest payments, transferring your debt securities to a new
buyer if you sell and sending you notices.

The indenture and its associated documents contain the full legal text of
the matters described in this section. The indenture is an exhibit to our
registration statement. See "Where You Can Find More Information" for
information on how to obtain a copy.

We may issue as many distinct series of debt securities under the
indenture as we

wish. The indenture does not limit the aggregate principal amount of debt
securities which we may issue. This section summarizes all the material terms
of the debt securities that are common to all series (unless otherwise
indicated in the prospectus supplement relating to a particular series).
Because this section is a summary, it does not describe every aspect of the
debt securities and is subject to and qualified in its entirety by reference to
all the provisions of the indenture, including definitions of certain terms
used in the indenture. We describe the meaning for only the more important of
those terms. We also include references in parentheses to certain sections of
the indenture. Whenever we refer to particular sections or defined terms of the
indenture in this prospectus or in the prospectus supplement, such sections or
defined terms are incorporated by reference here or in the prospectus
supplement.

Our obligations, as well as the obligations of the trustee, run only to
persons who are registered as holders of debt securities. Investors who hold
debt securities in accounts at banks, brokers, or other financial
intermediaries or depositaries will not be recognized by us as registered
holders of debt securities. Accordingly, any right that holders may have under
the indenture must be exercised through such intermediaries or depositaries.

We may issue the debt securities as "original issue discount securities,"
which will be offered and sold at a substantial discount below their stated
principal amount. (section 101) The prospectus supplement relating to such
original issue discount securities will describe federal income tax
consequences and other special considerations applicable to them. The debt
securities may also be issued as indexed securities or securities denominated
in foreign currencies or currency units, as described in more detail in the
prospectus supplement relating to the debt securities being offered. The
prospectus supplement relating to the debt securities being offered will also
describe any special considerations and certain special United States federal
tax considerations applicable to such debt securities.

In addition, certain material financial, legal and other terms of the
offered debt securities are described in the prospectus supplement relating to
the debt securities being offered. Those terms may vary from the terms
described here. Thus, this summary also is subject to and qualified by
reference to the description of the particular terms of the offered debt
securities described in the prospectus supplement. The prospectus supplement
relating to the offered debt securities is attached to the front of this
prospectus.

Terms

The prospectus supplement relating to the series of debt securities being
offered will provide the following terms:

. the title of the offered debt securities;

. any limit on the aggregate principal amount of the offered debt securities;

. the date or dates on which the principal of the offered debt securities will
be payable;

. the rate or rates per annum at which the offered debt securities will bear
interest, if any, or the formula pursuant to which such rate or rates shall
be determined, and the date or dates from which such interest will accrue;

. the dates on which such interest, if any, will be payable and the regular
record dates for such interest payment dates;

. the place or places where principal of (and premium, if any) and interest on
offered debt securities shall be payable;

. any mandatory or optional sinking fund or analogous provisions;

. if applicable, the price at which, the periods within which and the terms and
conditions upon which the offered debt securities may, pursuant to any
optional redemption provisions, or must, pursuant to any

mandatory redemption provisions, be redeemed at our option;redeemed;

. if applicable, the terms and conditions upon which the offered debt
securities may be repayable prior to final maturity at the option of the
holder (which option may be conditional);

. the portion of the principal amount of the offered debt securities, if other
than the principal amount thereof, payable upon acceleration of maturity
thereof;

. the currency or currencies, including composite currencies, in which
principal of (and premium, if any) and interest may be payable (which may be
other than those in which the offered debt securities are stated to be
payable);

. any index pursuant to which the amount of payments of principal of (and
premium, if any) or interest may be determined;

. whether all or any part of the offered debt securities will be issued in the
form of a global security or securities and, if so, the depositary for, and
other terms relating to, such global security or securities; and

. any other terms of the offered debt securities. (section 301)

Unless otherwise indicated in the attached prospectus supplement, the
offered debt securities are to be issued as registered securities without
coupons in denominations of $1,000 or any integral multiple of $1,000. (section
302) No service charge will be made for any transfer or exchange of the offered
debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with such transfer or
exchange. (section 305)

The debt securities are not secured by any of our property or assets.

Certain Restrictions

Support Agreement. We have a support agreement with Caterpillar which
provides, among other things, that Caterpillar will:

. remain directly or indirectly, our sole owner;

. ensure that we will maintain a tangible net worth of at least $20 million;

. permit us to use (and we are required to use) the name "Caterpillar" in the
conduct of our business; 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.

The indenture provides that we:

. will observe and perform in all material respects all of our covenants or
agreements contained in the support agreement;

. to the extent possible, will cause Caterpillar to observe and perform in all
material respects all covenants or agreements of Caterpillar contained in the
support agreement; and

. will not waive compliance under, amend in any material respect or terminate
the support agreement; provided, however, that the support agreement may be
amended if such amendment would not have a material adverse effect on the
holders of any outstanding debt securities of any series or if the holders of
at least 66-2/3% in principal amount of the outstanding debt securities of
each series so affected (excluding from the amount so outstanding and from
such holders, the holders of such series who are not so affected) shall waive
compliance with the provisions of this section insofar as it relates to such
amendment. (section 1004)

Restrictions on Liens and Encumbrances. We will not create, assume or
guarantee any secured debt without making effective provision for securing the
debt securities (and, if we shall so determine, any other indebtedness of ours
or guaranteed by us), equally and ratably with such secured debt. The term
"secured debt" shall mean
5

indebtedness for money borrowed which is secured by a mortgage, pledge, lien,
security interest or encumbrance on any of our property of any character. This
covenant does not apply to debt secured by:

. certain mortgages, pledges, liens, security interests or encumbrances in
connection with the acquisition, construction or improvement of any fixed
asset or other physical or real property by us;

. mortgages, pledges, liens, security interests or encumbrances on property
existing at the time of acquisition thereof, whether or not assumed by us;

. mortgages, pledges, liens, security interests or encumbrances on property of
a corporation existing at the time such corporation is merged into or
consolidated with us or at the time of a sale, lease or other disposition of
the properties of a corporation or firm as an entirety or substantially as an
entirety to us;

. mortgages, including mortgages, pledges, liens, security interests or
encumbrances, on our property in favor of the United States of America, any
state thereof or any other country, or any agency, instrumentality or
political subdivision thereof, to secure certain payments pursuant to any
contract or statute or to secure indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction
or improvement of the property subject to such mortgages;

. any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage, pledge, lien or
encumbrance referred to in the foregoing four items; or

. any mortgage, pledge, lien, security interest or encumbrance securing
indebtedness owing by us to one or more of our wholly owned subsidiaries.

Notwithstanding the above, we may, without securing the debt securities,
create, assume or guarantee secured debt which would otherwise be subject to
the foregoing restrictions, provided that, after giving effect thereto, the
aggregate amount of all secured debt then outstanding (not including secured
debt permitted under the foregoing exceptions) at such time does not exceed 5%
of the consolidated net tangible assets. (sections 101 and 1005)

The indenture provides that we shall not consolidate or merge with, and
shall not convey, transfer or lease our property, substantially as an entirety,
to, another corporation if as a result thereof any of our properties or assets
would become subject to a lien or mortgage not permitted by the terms of the
indenture unless effective provision shall be made to secure the debt
securities equally and ratably with (or prior to) all indebtedness thereby
secured. (section 801)

The term "consolidated net tangible assets" means, as of any particular
time, the aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
tradenames, unamortized debt discount and expense and other like intangibles,
all as shown in our and our subsidiaries' most recent consolidated financial
statements prepared in accordance with generally accepted accounting
principles. The term "subsidiary," as used in this section, means any
corporation of which more than 50% of the outstanding stock having ordinary
voting power to elect directors is owned directly or indirectly by us or by one
or more other corporations more than 50% of the outstanding stock of which is
similarly owned or controlled. (section 101)

The Trustee

The indenture contains certain limitations on the right of the trustee, as
a

creditor of ours, to obtain payment of claims in certain cases or to realize on
certain property received in respect of any such claim as security or
otherwise. (section 613) In addition, the trustee may be deemed to have a
conflicting interest and may be required to resign as trustee if at the time of
a default under the indenture the trustee is a creditor of ours.

Events of Default and Notices

The following events are defined in the indenture as "events of default"
with respect to debt securities of any series:

. failure to pay principal of or premium, if any, on any debt security of that
series when due;

. failure to pay any interest on any debt security of that series when due,
continued for 60 days;

. failure to deposit any sinking fund payment, when due, in respect of any debt
security of that series;

. default in the performance, or breach, of any term or provision of those
covenants contained in the indenture that are described under "Certain
Restrictions--Support Agreement";

. failure to perform any of our other covenants in the indenture (other than a
covenant included in the indenture solely for the benefit of a series of debt
securities other than that series), continued for 60 days after written
notice given to us by the trustee or the holders of at least 25% in principal
amount of the debt securities outstanding and affected thereby;

. Caterpillar or one of its wholly owned subsidiaries shall at any time fail to
own all of the issued and outstanding shares of our capital stock;

. default in payment of principal in excess of $10,000,000 or acceleration of
any indebtedness for money borrowed in excess of $10,000,000 by us (including
a default with respect to debt securities of any series other than that
series), if such indebtedness has not been discharged or become no longer due
and payable or such acceleration has not been rescinded or annulled, within
10 days after written notice given to us by the trustee or the holders of at
least 10% in principal amount of the outstanding debt securities of such
series;

. certain events in bankruptcy, insolvency or reorganization of us;

. certain events in bankruptcy, insolvency or reorganization of Caterpillar or
one of its subsidiaries if such events affect any significant part of our
assets or those of any of our subsidiaries; and

. any other event of default provided with respect to debt securities of such
series. (section 501)

If an event of default with respect to debt securities of any series at
the time outstanding shall occur and be continuing, either the trustee or the
holders of at least 25% in principal amount of the outstanding debt securities
of that series may declare the principal amount (or, if the debt securities of
that series are original issue discount securities, such portion of the
principal amount as may be specified in the terms of that series) of all debt
securities of that series to be due and payable immediately; provided, however,
that under certain circumstances the holders of a majority in aggregate
principal amount of outstanding debt securities of that series may rescind and
annul such declaration and its consequences. (section 502)

Reference is made to the prospectus supplement relating to any series of
offered debt securities which are original issue discount securities for the
particular provisions relating to the principal amount of such original issue
discount securities due on acceleration upon the occurrence of an event of
default and its continuation.

The indenture provides that the trustee, within 90 days after the
occurrence of a default with respect to any series of debt securities, shall
give to the holders of debt securities of that series notice of all uncured
defaults known to it (the term default to mean the events specified above
without grace periods), provided that, except in the case of default in the
payment of principal of (or premium, if any) or interest, if any, on any debt
security, the trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the holders of debt securities. (section 602)

We will be required to furnish to the trustee annually a statement by
certain of our officers to the effect that to the best of their knowledge we
are not in default in the fulfillment of any of our obligations under the
indenture or, if there has been a default in the fulfillment of any such
obligation, specifying each such default. (section 1006)

The holders of a majority in principal amount of the outstanding debt
securities of any series affected will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, exercising any trust or power
conferred on the trustee with respect to the debt securities of such series,
and to waive certain defaults. (sections 512 and 513)

Under the indenture, record dates may be set for certain actions to be
taken by the holders with respect to events of default, declaring an
acceleration, or rescission and annulment thereof, the direction of the time,
method and place of conducting any proceeding for any remedy available to the
trustee, exercising any trust or power conferred on the trustee or waiving any
default. (sections 501, 502, 512 and 513)

The indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given any
request, demand, authorization, direction, notice, consent or waiver
thereunder,

. the principal amount of an original issue discount security that shall be
deemed to be outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon
acceleration of the maturity thereof; and

. the principal amount of a debt security denominated in a foreign currency or
a composite currency shall be the U.S. dollar equivalent, determined on the
basis of the rate of exchange on the business day immediately preceding the
date of our original issuance of such debt security in good faith, of the
principal amount of such debt security (or, in the case of an original issue
discount security, the U.S. dollar equivalent, determined based on the rate
of exchange prevailing on the business day immediately preceding the date of
original issuance of such debt security, of the amount determined as provided
in the first item above). (section 101)

The indenture provides that in case an event of default shall occur and be
continuing, the trustee shall exercise such of its rights and powers under the
indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (section 601) Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the indenture
at the request of any of the holders of debt securities unless they shall have
offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request. (section 603)

The occurrence of an event of default under the indenture may give rise to
a cross-default under other series of debt securities issued under the
indenture and other indebtedness of ours which may be outstanding from time to
time.

Modification of the Indenture

Modifications and amendments of the indenture may be made by us and the
trustee, with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of each series of the outstanding debt securities issued under
the indenture which are affected by the modification or amendment, provided
that no such modification or amendment may, without a consent of each holder of
such debt securities affected thereby:

. change the stated maturity date of the principal of (or premium, if any) or
any installment of interest, if any, on any such debt security;

. reduce the principal amount of (or premium, if any) or the interest, if any,
on any such debt security or the principal amount due upon acceleration of an
original issue discount security;

. change the place or currency of payment of principal or (or premium, if any)
or interest, if any, on any such debt security;

. impair the right to institute suit for the enforcement of any such payment on
or with respect to any such debt security;

. reduce the above-stated percentage of holders of debt securities necessary to
modify or amend the indenture; or

. modify the foregoing requirements or reduce the percentage of outstanding
debt securities necessary to waive compliance with certain provisions of the
indenture or for waiver of certain defaults.

A record date may be set for certain actions of the holders with respect to
consenting to any amendment. (Section 902)

PLAN OF DISTRIBUTION

We may sell the debt securities through underwriters or dealers or
directly to one or more purchasers. Any such underwriter or agent involved in
the offer and sale of the debt securities will be named in the related
prospectus supplement. The underwriters or agents may include one or more of
Chase Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Smith Barney Inc.

Underwriters or agents may offer and sell the debt securities at a fixed
price or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of the debt
securities, underwriters or agents may be deemed to have received compensation
from us in the form of underwriting discounts or commissions and may also
receive commissions in the form of discounts, concessions or commissions from
the underwriters or commissions from the purchasers for whom they may act as
agent.

The debt securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom we sell debt securities
for public offering and sale may make a market in such debt securities, but
such underwriters or agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the debt securities.

Any underwriters or agents participating in the distribution of the debt
securities may be underwriters as defined in the Securities Act of 1933, as
amended, and any discounts and commissions they receive and any profit on their
resale of the debt securities may be treated as underwriting discounts and
commissions under the Securities Act. We may have agreements with the
underwriters or agents to indemnify them against or provide contribution toward
certain civil liabilities, including liabilities under the Securities Act.

In addition certain of the underwriters or agents and their associates may
be

customers of, engage in transactions with, lend money to and perform services
for, us in the ordinary course of their businesses.

VALIDITY OF DEBT SECURITIES WE MAY OFFER

The validity of debt securities will be passed upon by Orrick, Herrington
& Sutcliffe LLP, 400 Sansome Street, San Francisco, California 94111, our
counsel, and, unless otherwise indicated in a prospectus supplement relating to
the offered debt securities, by Sullivan & Cromwell, 125 Broad Street, New
York, New York 10004, counsel for the underwriters or agents.

EXPERTS

The financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 19992000 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We and Caterpillar each file annual, quarterly and special reports, proxy
statements (Caterpillar only) and other information with the SEC. You may read
and copy any of these documents at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings (file number 001-11241) and the filings of Caterpillar (file number
001-00768) are also available to the public at the SEC's web site at
http://www.sec.gov. You may also read any copy of these documents concerning us
at the offices of the New York Stock Exchange and these documents concerning
Caterpillar at the offices of the New York, Chicago or Pacific Stock Exchanges.

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and later information that we file
with the SEC will automatically update or supersede this information. We
incorporate by reference our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as amended,2000, our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000,2001, and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until
such time as all of the securities covered by this prospectus have been sold.

You may request a copy of these filings, at no cost, by writing or
telephoning as follows:

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attn: Legal Department
Telephone: (615) 341-1000

You should not assume that the information in this prospectus and the
accompanying prospectus supplement is accurate as of any date other than the
date on the front of those documents regardless of the time of delivery of this
prospectus and the accompanying prospectus supplement or any sale of the debt
securities. Additional updating information with respect to the matters
discussed in this prospectus and the accompanying prospectus supplement may be
provided in the future by means of appendices or supplements to this prospectus
and the accompanying prospectus supplement or other documents including those
incorporated by reference.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized statement of expenses of Caterpillar
Financial in connection with the issue of the Debt Securities.

Registration fee................................................ $1,056,000$1,000,000
Rating Agency fees.............................................. 750,000
Fees and expenses of Trustee.................................... 40,000
Printing expenses............................................... 20,000
Accountants' fees and expenses.................................. 12,000
Counsel fees and expenses....................................... 85,000
Miscellaneous................................................... 17,000
----------
Total......................................................... $1,980,000$1,924,000
==========

All except the first of the foregoing amounts are estimates.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware Corporation Law authorizes indemnification of
officers and Directors of Caterpillar Financial under certain circumstances.

Insurance carried by Caterpillar Inc. provides (within limits and subject
to certain exclusions) for reimbursement of amounts which (a) Caterpillar Inc.
or Caterpillar Financial may be required or permitted to pay as indemnities to
Caterpillar Financial's Directors or officers for claims made against them, and
(b) individual Directors, officers and certain employees of Caterpillar
Financial may become legally obligated to pay as the result of acts committed
by them while acting in their corporate or fiduciary capacities.

The Distribution Agreement provides for the indemnification of officers
and Directors of Caterpillar Financial under certain circumstances.

Item 16. Exhibits.

Exhibit
Number Exhibit
------- -------

II-1

Exhibit
Number Exhibit
------- -------

4.3 Second Supplemental Indenture, dated as of March 15, 1987, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar
Financial'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 Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar
Financial'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 as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar
Financial's Current Report on Form 8-K, dated October 29, 1990,
Commission File No. 0-13295).
4.6 Support Agreement, dated as of December 21, 1984, between
Caterpillar Financial and Caterpillar Inc. (incorporated by
reference from Exhibit 4.2 to Caterpillar Financial's Form 10, as
amended, Commission File No. 0-13295).
4.7 First Amendment to the Support Agreement dated June 14, 1995 between
Caterpillar Financial and Caterpillar Inc. (incorporated by
reference from Exhibit 4 to Caterpillar Financial's Current Report
on Form 8-K, dated June 14, 1996, Commission File No. 0-13295).
4.8 Form of Medium-Term Note (Fixed Rate).
4.9 Form of Medium-Term Note (Floating Rate).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity of
the Debt Securities.
12 Statement Setting Forth Computation of Ratio of Profit to Fixed
Charges.
23.1 Consent of Independent Accountants.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney of Directors and Officers of Caterpillar
Financial.
25 Form T-1 Statement of Eligibility and Qualification of U.S. Bank
Trust National Association.

- --------
* The Indenture has previously been qualified in connection with Registration
Statement No. 2-96479 (22-13716) and is deemed to be qualified with respect
to the Debt Securities registered hereunder.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set

II-2

forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement, or
any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 20th25th day
of April, 2000.2001.

CATERPILLAR FINANCIAL SERVICES
CORPORATION
(Registrant)

By: /s/ Paul J. Gaeto
-----------------------------------
(Paul J. Gaeto, Secretary)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been duly signed below by the following
persons in the capacities indicated on the 20th25th day of April, 2000.2001.

Signature Title
--------- -----

* President, Director and Principal Executive
______________________________________ Officer
(James S. Beard)

* Executive Vice President and Director
______________________________________
(James R. English)

* Director
______________________________________
(James W. Owens)

* Controller and Principal Accounting Officer
______________________________________
(Kenneth C. Springer)

* Treasurer and Principal Financial Officer
______________________________________
(Edward J. Scott)

*By: /s/ Paul J. Gaeto
__________________________________
(Paul J. Gaeto, Attorney-in-Fact)

II-4

EXHIBIT INDEX

Exhibit
Number Exhibit
------- -------

11.1 Form of Distribution Agreement.
1.2 Form of Amended and Restated Selling Agent Agreement.
4.1 Indenture, dated as of April 15, 1985, between Caterpillar Financial
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to Caterpillar Financial's
Registration Statement on Form S-3, Registration No. 33-2246).*
4.2 First Supplemental Indenture, dated as of May 22, 1986, amending the
Indenture dated as of April 15, 1985, between Caterpillar Financial
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to Caterpillar Financial's
Quarterly Report on Form 10-Q for the quarter ended June 20, 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 Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar Financial'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 Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar Financial'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 as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar Financial's
Current Report on Form 8-K, dated October 29, 1990, Commission File
No. 0-13295).
4.6 Support Agreement, dated as of December 21, 1984, between Caterpillar
Financial and Caterpillar Inc. (incorporated by reference from Exhibit
4.2 to Caterpillar Financial's Form 10, as amended, Commission File
No. 0-13295).
4.7 First Amendment to the Support Agreement dated June 14, 1995 between
Caterpillar Financial and Caterpillar Inc. (incorporated by reference
from Exhibit 4 to Caterpillar Financial's Current Report on Form 8-K,
dated June 14, 1996, Commission File No. 0-13295).
4.8 Form of Medium-Term Note (Fixed Rate).
4.9 Form of Medium-Term Note (Floating Rate).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity of
the Debt Securities.
12 Statement Setting Forth Computation of Ratio of Profit to Fixed
Charges.
23.1 Consent of Independent Accountants.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney of Directors and Officers of Caterpillar Financial.
25 Form T-1 Statement of Eligibility and Qualification of U.S. Bank Trust
National Association.