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 15, 1997


CATERPILLAR INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)


1-768  
(Commission File Number)


37-0602744 
(IRS Employer I.D. No.)


100 NE Adams Street, Peoria, Illinois
(Address of principal executive offices)


61629 
(Zip Code)


Registrant's telephone number, including area code:  (309) 675-1000


Item 5.  Other Events

SAFE HARBOR STATEMENT UNDER THE SECURITIES LITIGATION 
REFORM ACT OF 1995

     The information included in the "Economic and Industry Outlook" and 
"Company Outlook" sections of the Company's First Quarter Financial Release
dated April 15, 1997 is forward looking and involves uncertainties that could 
significantly impact expected results.    These uncertainties include factors 
that affect all international businesses, as well as matters specific to the 
Company and markets it serves.

     For most companies operating in a global economy, monetary and fiscal 
policies implemented in the U.S. and abroad could have a significant impact on 
economic growth, and, accordingly, demand for a product.  For example, if the 
Federal Reserve raises interest rates further in 1997, the U.S. economy could 
slow and negatively impact demand for the Company's products.  If low interest 
rates in Europe do not stimulate that economy or if government spending is 
significantly reduced (or taxes raised), the demand for Company products in 
that region could be negatively impacted.

     Political factors in the U.S. and abroad also have a major impact on 
global companies.  The Company is one of the largest U.S. exporters as a 
percentage of sales. International trade and fiscal policies implemented in 
the U.S. this year could impact the Company's ability to grow its business 
abroad.  U.S. foreign relations with certain countries and any related 
restrictions imposed could also have a significant impact on foreign sales.  
In addition, political instability in regions such as the CIS and China make 
potential economic growth difficult to predict for those countries.

     Currency fluctuations are also a significant unknown for global 
companies.  If the U.S. dollar continues to strengthen against foreign 
currencies, the Company's ability to realize price increases on sales could be 
negatively impacted.  Most of the Company's key competitors have their 
principal manufacturing operations based in Japan or European countries.  The 
majority of Caterpillar's manufacturing assets are in the United States.  
Consequently, with an overvalued dollar, the Company's costs compared with 
these competitors are relatively higher.  As a major net exporter from the 
United States, an overvalued dollar, over time, could have an unfavorable 
impact on Caterpillar's global competitive position.

     In addition to these factors, there are uncertainties related to the 
Company's industry and specific operations.  A major factor contributing to 
the Company's success is its dealer distribution network.  Dealer practices, 
such as changes in inventory levels for both new and rental equipment, are not 
within the Company's control (primarily because these practices depend upon 
the dealer's assessment of  anticipated sales) and may have a significant 
positive or negative impact on our results.  

     The rate of infrastructure spending, housing starts, commercial 
construction and mining also play a significant role in the Company's results.
Our products are an integral component of these activities and as they 
increase or decrease in the U.S. or abroad, demand for our products may be 
significantly impacted.

     The Company operates in a highly competitive environment and our outlook 
depends on a forecast of the Company's share of industry sales.  A reduction 
in that share could result from unanticipated pricing or product strategies 
pursued by competitors, unanticipated product or manufacturing difficulties,  
a failure to price the product competitively, or an unexpected buildup in 
competitors' new machine or dealer owned rental fleets.  Competitive pressures 
did result in a decline in share of industry sales in the U.S. and Canada in 
1996 and if those pressures resumed later in the year, sales for 1997 could 
fall below current projections.

     Labor relations with the United Auto Workers remain an uncertainty.  The 
Company has demonstrated its ability to address a prolonged strike by the UAW, 
as well as the return-to-work process following strike recess, with no 
material impact on Company results.  Because the UAW recently rejected a new 
six-year contract proposal from the Company, however, their future actions and 
potential impact are a contingency.    

     This discussion of uncertainties is by no means exhaustive but is 
designed to highlight important factors that may impact our outlook.  Obvious 
factors such as general economic conditions throughout the world do not 
warrant further discussion but are noted to further emphasize the myriad of 
contingencies that may cause the Company's actual results to differ from those 
currently anticipated. 




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 INC.



                                          By:  /s/ R. Rennie Atterbury III 
                                               R. Rennie Atterbury III
                                                   Vice President


Date:  April 15, 1997