FORM 10-K/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V67xyalqb7hNAUbgZIuiJ9VwUvTh223fGD/DafMhbnoiiD5BIdIlIfr5J6Rs59Ll r1wMLXMnOkOokMObVSrWfA== /in/edgar/work/20000609/0000950131-00-003843/0000950131-00-003843.txt : 20000919 0000950131-00-003843.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950131-00-003843 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATERPILLAR INC CENTRAL INDEX KEY: 0000018230 STANDARD INDUSTRIAL CLASSIFICATION: [3531 ] IRS NUMBER: 370602744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-00768 FILM NUMBER: 652540 BUSINESS ADDRESS: STREET 1: 100 NE ADAMS ST CITY: PEORIA STATE: IL ZIP: 61629-7310 BUSINESS PHONE: 3096751000 FORMER COMPANY: FORMER CONFORMED NAME: CATERPILLAR TRACTOR CO DATE OF NAME CHANGE: 19860623 10-K/A 1 0001.htm FORM 10-K/A FORM 10-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[CATERPILLAR LOGO]

FORM 10-K/A

(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

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.

Commission File No. 1-768

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

Delaware
(State or other jurisdiction of incorporation)

1-768
(Commission File Number)

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

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

61629
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock ($1.00 par value)

Preferred Stock Purchase Rights

9 3/8% Notes due July 15, 2000
9 3/8% Notes due July 15, 2001
9% Debentures due April 15, 2006
6% Debentures due May 1, 2007
9 3/8% Debentures due August 15, 2011
9 3/4% Sinking Fund Debentures due June 1, 2019
9 3/8% Debentures due March 15, 2021
8% Debentures due February 15, 2023

Name of each exchange
on which registered

Chicago Stock Exchange
New York Stock Exchange
Pacific Exchange, Inc.
Chicago Stock Exchange
New York Stock Exchange
Pacific Exchange, Inc.
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

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. |_|

As of December 31, 1999, there were 353,777,881 shares of common stock of the Registrant outstanding, and the aggregate market value of the voting stock held by non-affiliates of the Registrant (assuming only for purposes of this computation that directors and officers may be affiliates) was $16,432,866,117.

Documents Incorporated by Reference

NONE.

The undersigned registrant hereby amends its Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1999 to reflect the inclusion of the name and signature of auditor, PriceWaterhouseCoopers, to the three Reports and Consents of Independent Accountants in connection with the incorporation of PriceWaterhouseCoopers' report related to the financial statements of the Company's Employee Investment Plan, Tax Deferred Savings Plan, and Solar Turbines Incorporated Savings and Investment Plan which were included in the Amended Annual Report on Form 11-K.



Part IV	Item 14.	Exhibits, Financial Statement Schedules,
		and Reports on Form 8-K

EX-21 2 0002.htm SUBSIDIARIES OF THE REGISTRANT SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21

CATERPILLAR INC.
SUBSIDIARIES AND AFFILIATES
(as of December 31, 1999)

Name of Company	Where Organized
A.S.V., Inc.	Minnesota
Aceros Fundidos Internacionales LLC	Delaware
Advanced Filtration Systems Inc.	Delaware
Aishin Co.	Japan
Aiwa Co., Ltd.	Japan
Akashi GS Co., Ltd.	Japan
Akira Shoji Co., Ltd.	Japan
All Parts International Inc.	Delaware
Amur Machinery and Services L.L.C.	Russia
Anchor Coupling Inc.	Delaware
Aquila Mining Systems Ltd.	Canada
AsiaTrak (Tianjin) Ltd.	China
Asset Works Pty Limited	Australia
Automotive Development Holdings B.V.	Netherlands
Bio-Energy Partners	Illinois
Brown Group Holdings Limited	England and Wales
Canadian Diesel Power Inc.	Canada
Carter Machinery Company, Incorporated	Delaware
Caterpillar (Africa) (Proprietary) Limited	South Africa
Caterpillar (China) Investment Co., Ltd.	China
Caterpillar (HK) Limited	Hong Kong
Caterpillar (Thailand) Limited	Thailand
Caterpillar (U.K.) Limited	England
Caterpillar Administracao e Participacoes S/C Ltda.	Brazil
Caterpillar Agricultural Products Inc.	Delaware
Caterpillar Americas Co.	Delaware
Caterpillar Americas Funding Inc.	Delaware
Caterpillar Americas Services, Inc.	Delaware
Caterpillar Andes S.A.	Chile
Caterpillar Arrendadora Financiera, S.A. de C.V.	Mexico
Caterpillar Asia Limited	Hong Kong
Caterpillar Asia Pacific Holding Inc.	Delaware
Caterpillar Asia Pte. Ltd.	Singapore
Caterpillar Asset Management Pty. Limited	Australia
Caterpillar Assurance Company Limited	Grand Cayman Island
Caterpillar Belgium S.A.	Belgium
Caterpillar Brasil Ltda.	Brazil
Caterpillar Centro de Demostraciones y Desarrollo, S.L.	Spain
Caterpillar China Limited	Hong Kong
Caterpillar Claas America LLC	Delaware
Caterpillar CMC, LLC	Delaware

Caterpillar Commercial AO	Russia
Caterpillar Commercial Holding S.A.	Switzerland
Caterpillar Commercial LLC	Delaware
Caterpillar Commercial N.V.	Belgium
Caterpillar Commercial Northern Europe Limited	England and Wales
Caterpillar Commercial S.A.R.L.	France
Caterpillar Commercial Services Ltd.	Canada
Caterpillar Commerciale S.R.L.	Italy
Caterpillar Corporativo Mexico, S. de R.L. de C.V.	Mexico
Caterpillar Credit Services Asia Pte. Ltd.	Singapore
Caterpillar Credito, S.A. de C.V.	Mexico
Caterpillar Distribution Services Europe B.V.B.A.	Belgium
Caterpillar Elphinstone Pty. Ltd.	Australia
Caterpillar Energy Company S.A.	Guatemala
Caterpillar EPG Limited	England and Wales
Caterpillar Export Limited	US Virgin Islands
Caterpillar Factoraje Financiero, S.A. de C.V.	Mexico
Caterpillar Finance France S.A.	France
Caterpillar Finance S.R.O.	Czech Republic
Caterpillar Financial Asset Sales Corporation	Nevada
Caterpillar Financial Australia Limited	Australia
Caterpillar Financial Corporacion Financiera, S.A.	Spain
Caterpillar Financial Funding Corporation	Nevada
Caterpillar Financial Member Company	Delaware
Caterpillar Financial Nordic Services A.B.	Sweden
Caterpillar Financial Nova Scotia Corporation	Canada
Caterpillar Financial Receivables Corporation	Nevada
Caterpillar Financial Renting, S.A.	Spain
Caterpillar Financial S.A. Arrendamento Mercantil	Brazil
Caterpillar Financial S.A. Credito, Financiamento e Investimento	Brazil
Caterpillar Financial Services (Ireland) plc	Ireland
Caterpillar Financial Services (UK) Limited	England
Caterpillar Financial Services Corporation	Delaware
Caterpillar Financial Services CR, s.r.o.	Czech Republic
Caterpillar Financial Services GmbH & Co. KG	Germany
Caterpillar Financial Services Korea, Ltd.	Korea
Caterpillar Financial Services Limited	Canada
Caterpillar Financial Services Malaysia Sdn Bhd	Malaysia
Caterpillar Financial Services Philippines Inc.	Philippines
Caterpillar Financial Services Poland Sp. zo.o.	Poland
Caterpillar Financial Services Verwaltungs GmbH	Germany
Caterpillar Forest Products Inc.	Delaware
Caterpillar Formacion Tecnica, S. L.	Spain
Caterpillar France S.A.	France
Caterpillar GB, L.L.C.	Delaware
Caterpillar Group Limited	England and Wales
Caterpillar Group Services N.V.	Belgium

Caterpillar Holding (France) S.A.R.L.	France
Caterpillar Holding (Spain) S.L.	Spain
Caterpillar Holding (Suisse) S.A.R.L.	Switzerland
Caterpillar Holding Germany GmbH	Germany
Caterpillar Hungary Ltd.	Hungary
Caterpillar Impact Products Limited	United Kingdom
Caterpillar India Private Limited	India
Caterpillar Industrial Inc.	Ohio
Caterpillar Industrial Products, Inc.	Delaware
Caterpillar Insurance Co. Ltd.	Bermuda
Caterpillar Insurance Services Corporation	Tennessee
Caterpillar International Finance plc	Ireland
Caterpillar International Funding S.A.R.L.	Switzerland
Caterpillar International Holding S.A.R.L.	Switzerland
Caterpillar International Investments S.A.R.L.	Switzerland
Caterpillar International Leasing L.L.C.	Delaware
Caterpillar International Services Corporation	Nevada
Caterpillar International Services del Peru S.A.	Peru
Caterpillar Investment Company	England and Wales
Caterpillar Investment Management Ltd.	Delaware
Caterpillar Leasing (Thailand) Limited	Thailand
Caterpillar Leasing Chile, S.A.	Chile
Caterpillar Leasing GmbH	Germany
Caterpillar Logistics N.V.	Belgium
Caterpillar Logistics Services (France) SARL	France
Caterpillar Logistics Services (UK) Limited	England and Wales
Caterpillar Logistics Services Germany GmbH & Co. KG	Germany
Caterpillar Logistics Services Germany Verwaltungs GmbH	Germany
Caterpillar Logistics Services International N.V.	Belgium
Caterpillar Logistics Services Limited	England and Wales
Caterpillar Logistics Services Spain, S.A.	Spain
Caterpillar Logistics Services, Inc.	Delaware
Caterpillar Materiels Routiers S.A.	France
Caterpillar Mexico, S.A. de C.V.	Mexico
Caterpillar MHI Marketing Ltd.	Japan
Caterpillar New Zealand Depositary Company	Netherlands
Caterpillar New Zealand Funding Company	Netherlands
Caterpillar NZ Funding LLC	Delaware
Caterpillar NZ Funding Parent Limited	Netherlands
Caterpillar of Australia Ltd.	Australia
Caterpillar of Canada Ltd.	Canada
Caterpillar of Delaware, Inc.	Delaware
Caterpillar Overseas Credit Corporation S.A.	Switzerland
Caterpillar Overseas S.A.	Switzerland
Caterpillar Paving Products Inc.	Oklahoma
Caterpillar Peterlee Limited	England
Caterpillar Poland Sp. zo.o.	Poland

Caterpillar Power Systems Inc.	Delaware
Caterpillar Power Systems y Compania Limitada	Nicaragua
Caterpillar Power Ventures Corporation	Delaware
Caterpillar Power Ventures International Mauritius Ltd.	Mauritius
Caterpillar Power Ventures International, Ltd.	Bermuda
Caterpillar Redistribution Services Inc.	Delaware
Caterpillar Redistribution Services International S.A.R.L.	Switzerland
Caterpillar Rental Services Network Inc.	Delaware
Caterpillar S.A.R.L.	Switzerland
Caterpillar Securities Inc.	Delaware
Caterpillar Services Limited	Delaware
Caterpillar Servicios Mexico S. de R.L. de C.V.	Mexico
Caterpillar Skinningrove Limited	England and Wales
Caterpillar Stockton Limited	England and Wales
Caterpillar Technical Services—Europe Limited	England
Caterpillar Torreon S. de R.L. de C.V.	Mexico
Caterpillar Tosno L.L.C.	Russia
Caterpillar Transmissions (France) SARL	France
Caterpillar UK Holdings Limited	England and Wales
Caterpillar Waco Inc.	Delaware
Caterpillar Work Tools B.V.	Netherlands
Caterpillar Work Tools Canada Ltd.	Canada
Caterpillar Work Tools GmbH & Co. KG	Germany
Caterpillar Work Tools Verwaltungs-GmbH	Germany
Caterpillar Work Tools, Inc.	Kansas
Caterpillar World Trading Corporation	Delaware
Caterpillar Xuzhou Ltd.	China
Chugoku Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
Claas Caterpillar Europe GmbH & Co. KG	Germany
Claas Caterpillar Europe Verwaltungs GmbH	Germany
Clean World Co.	Japan
CM Custom Product Co., Ltd.	Japan
CM Human Services Co., Ltd.	Japan
CM Logistics Services Co., Ltd.	Japan
CMEC Co., Ltd.	Japan
Cyclean, Inc.	Delaware
Depositary (Bermuda) Limited	Bermuda
Dia Rental Hokuriku Co., Ltd.	Japan
Diamond Office Management Co., Ltd.	Japan
Diesel Sales and Services Merwedehaven B.V.	Netherlands
Dorman Diesels Limited	England and Wales
DUECOSA Limited	Channel Islands
Earthmoving Resources Corporation	Japan
East Kanto Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
EDC European Excavator Design Center GmbH & Co. KG	Germany
EDC European Excavator Design Center Verwaltungs GmbH	Germany
Elphinstone Commercial Services Ltd.	Canada

EMC Testing Inc.	Delaware
Energy Services International Group, Ltd.	Delaware
Energy Services International Limited	Bermuda
Ensambladora Tecnologica de Mexico, S.A. de C.V.	Mexico
ENTECO SERVICIOS	Mexico
ESI do Brasil Ltda.	Brazil
Everton Engineering (N.I.) Limited	Northern Ireland
F. M. K. Co., Ltd.	Japan
F. Perkins Limited	England and Wales
F.G. Wilson (Engineering) HK Limited	Hong Kong
F.G. Wilson (Engineering) Limited	Northern Ireland
F.G. Wilson (Proprietary) Limited	South Africa
F.G. Wilson (USA) LLC	Delaware
F.G. Wilson Australia PTY Limited	Australia
F.G. Wilson Engineering (Dublin) Limited	Ireland
F.G. Wilson Engineering Vertriebs-GmbH	Germany
F.G. Wilson Incorporated	Delaware
F.G. Wilson S.A.	France
F.G. Wilson Singapore Pte Limited	Singapore
F.G. Wilson Technology India Pvt. Ltd.	India
Financieringsmaatschappij Boiler B.V.	Netherlands
FMS Equipment Rentals Inc.	Delaware
Forchester del Peru S.R.L.	Peru
Forchester do Brasil Ltda.	Brazil
Forchester International Sociedad Anonima	Uruguay
Genrent Limited	Northern Ireland
Germanischer Lloyd AG	Germany
GFCM Servicios, S.A. de C.V.	Mexico
Grupo Financiero Caterpillar Mexico, S.A. de C.V.	Mexico
Guangzhou MaK Diesel Engine Ltd.	China
Hama-rental Co.	Japan
Heroco B.V.	Netherlands
Hindustan Powerplus Limited	India
Hokkaido Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
Hokken Service Co.	Japan
Hokuriku Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
Hydropro S.R.L.	Italy
Inmobiliaria Conek, S.A.	Mexico
Jupiter Power Cambodia Co., Ltd.	Cambodia
Jupiter Power Holdings Ltd.	Bermuda
Kappa Energy Partners	Texas
Kinki Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
K-Lea Co., Ltd.	Japan
Kyoei Co.	Japan
Laminex V.o.F.	Netherlands
Landfill Energy Partners I	Texas
Leo, Inc.	Washington

Lexington Real Estate Holding Corporation	Delaware
Lion S.A.	Brazil
Machida Kiko Co., Ltd.	Japan
Machinefabriek Bolier B.V.	Netherlands
MaK (London) Limited	United Kingdom
MaK Americas Inc.	Canada
MaK Americas Inc.	Illinois
MaK Beteiligungs GmbH	Germany
MaK Mediterranee S.A.S.	France
MaK Motoren GmbH & Co. KG	Germany
MaK Motoren Rostock GmbH	Germany
MaK Motoren Verwaltungs GmbH	Germany
MaK Netherland B.V.	Netherlands
MaK Wohnungsbau GmbH & Co. KG	Germany
Material Handling Associates, Inc.	Delaware
Material Handling Crane Systems, Inc.	Ohio
Mec-Track S.R.L.	Italy
MICA Energy Systems	Michigan
Mincom Pty Ltd	Australia
Mistubishi Caterpillar Forklift Europe B.V.	Netherlands
Mitsubishi Caterpillar Forklift America de Argentina S.A.	Argentina
Mitsubishi Caterpillar Forklift America Inc.	Delaware
Mitsubishi Caterpillar Forklift Asia Pte. Ltd.	Singapore
Motores Diesel Andino S.A.	Peru
Motores Perkins S.A.	Mexico
Motori Perkins S.P.A.	Italy
Nagano Kouki Co., Ltd.	Japan
Necoles Investments B.V.	Netherlands
Nexus International Inc.	Delaware
Nexus International Srl	Italy
Nihon Kenki Lease Co., Ltd.	Japan
NOIL Participacoes e Comercio S.A.	Brazil
Osaka Rental Co., Ltd.	Japan
OTSG, Inc.	Delaware
P. T. Caterpillar Financial Indonesia	Indonesia
P. T. Natra Raya	Indonesia
P. T. Solar Services Indonesia	Indonesia
Peoria Medical Research Corporation	Illinois
Perkins Americas Limited	England and Wales
Perkins Argentina S.A.	Argentina
Perkins Asia Pacific Limited	England and Wales
Perkins Compact Engines Limited	England and Wales
Perkins do Brazil Comercial Ltda.	Brazil
Perkins Engines (Asia Pacific) Pte Ltd	Singapore
Perkins Engines (Australia) Pty. Ltd.	Australia
Perkins Engines (Latin America) Inc.	Delaware
Perkins Engines (Peterborough) Limited	England and Wales

Perkins Engines (Shrewsbury) Limited	England and Wales
Perkins Engines (Stafford) Limited	England and Wales
Perkins Engines (Tianjin) Company Limited	China
Perkins Engines Company Limited	England and Wales
Perkins Engines Eastern (Singapore) Pte. Ltd.	Singapore
Perkins Engines Group Limited	England and Wales
Perkins Engines Leasing Limited	England and Wales
Perkins Engines, Inc.	Maryland
Perkins Executive Pension Trust Limited	England and Wales
Perkins France (SAS)	France
Perkins Group Limited	England and Wales
Perkins Holdings Limited	Delaware
Perkins Holdings Limited	England and Wales
Perkins International Inc.	Delaware
Perkins International Limited	England and Wales
Perkins Limited	England and Wales
Perkins Motoren GmbH	Germany
Perkins Parts Limited	England and Wales
Perkins Pension Trust Limited	England and Wales
Perkins Power Sales & Service Limited	England and Wales
Perkins Shibaura Engines Limited	England and Wales
Perkins Technology Inc.	Delaware
Perkins Technology Limited	England and Wales
Rapidparts Inc.	Delaware
Rapisarda Industries Srl	Italy
Rega Kyushu Co., Ltd.	Japan
Rental Sanwa Co., Ltd.	Japan
Rex World Co., Ltd.	Japan
Ryoetsu Co., Ltd.	Japan
Sagakiko-shokai Co., Ltd.	Japan
Sagami GS Co., Ltd.	Japan
Sanko Rental Co.	Japan
SCM Operator Training Co., Ltd.	Japan
SCM Shoji Co., Ltd.	Japan
SCM System Service Co., Ltd.	Japan
Seiryo Co., Ltd.	Japan
Servtech Limited	Ireland
Shanxi International Casting Co. Ltd.	China
Shin Caterpillar Mitsubishi Ltd.	Japan
Shin Hokken Ltd.	Japan
Solar Turbines Canada Ltd./Ltee.	Canada
Solar Turbines Europe S.A.	Belgium
Solar Turbines Incorporated	Delaware
Solar Turbines International Company	Delaware
Solar Turbines Overseas Pension Scheme Trustees Limited	Guernsey
Solar Turbines Services Company	California
Solar Turbines Services Nigeria Limited	Nigeria

Solar Turbines UK Limited	England and Wales
Space Attack Co., Ltd.	Japan
STI Capital Company	Delaware
Systemjoin Limited	England and Wales
Tech Itoh Co., Ltd.	Japan
Tecnologia Modificada S.A. de C.V.	Mexico
The Heartland Community Development Corporation	Illinois
Tokai Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
Tokuden Co.	Japan
Tokyo Rental Co., Ltd.	Japan
Tone Lease Co.	Japan
Tractor Engineers Limited	India
Tunnel Rental Co., Ltd.	Japan
Turbinas Solar de Venezuela, C.A.	Venezuela
Turbinas Solar S.A. de C.V.	Mexico
Turbo Tecnologia de Reparaciones S.A. de C.V.	Mexico
Turboservices Sdn Bhd	Malaysia
Turner Powertrain Systems Limited	England and Wales
UNOC Equipment and Supply	Russia
UNOC Equipment and Supply, L.L.C.	Delaware
VALA (UK) LP	United Kingdom
VALA C.V.	Netherlands
VALA Inc.	Delaware
VALA LLC	Delaware
Vanguard Hydraulic Pipelayer, Inc.	Washington
Verachtert GmbH	Germany
Veratech GmbH	Germany
Veratech Holding B.V.	Netherlands
V-Trac Holdings Limited	Cook Islands
V-Trac Infrastructure Development Company	Vietnam
West Kanto Caterpillar Mitsubishi Construction Equipment Sales, Ltd.	Japan
Wright Equipment Company (Pty) Limited	South Africa
Yeep Co.	Japan

EX-99.11-K 3 0003.htm EXHIBIT 99, FORM 11-K - EIP, SIP, TDSP EXHIBIT 99, FORM 11-K - EIP, SIP, TDSP

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
	For the Fiscal Year Ended November 30, 1998

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
	For the transition period from _____ to _____

Commission File Number 1-768

EMPLOYEES' INVESTMENT PLAN
(Full title of the Plan)

CATERPILLAR INC.
(Name of issuer of the securities held
pursuant to the Plan)

100 NE ADAMS STREET, PEORIA, ILLINOIS 61629
(Address of principal executive offices)

REQUIRED INFORMATION

Item 1.

The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.

The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.

The Consent of Independent Accountants is attached hereto as Exhibit A.

Report of Independent Accountants

To the Participants, Investment Plan Committee
and Benefits Funds Committee of the Caterpillar Inc.
Employees' Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Employees' Investment Plan (the Plan) at November 30, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, of reportable transactions and of non-exempt transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
NOVEMBER 30, 1999 AND 1998
(Dollars in 000's)

	1999	1998
Investments	$ 2,258,381	$ 2,141,953
Employer contributions receivable	841	1,186
Participant contributions receivable	1,597	2,101
Interest and dividends receivable	66	66

Total assets	2,260,885	2,145,306

Transfers payable to Part 2	(3,939)	(3,726)
Other payables		(5)

Total liabilities	(3,939)	(3,731)

Net assets available for benefits	$ 2,256,946	$ 2,141,575

(The accompanying notes are an integral part of the financial statements)

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED NOVEMBER 30, 1999 AND 1998
(Dollars in 000's)

	1999	1998
Contributions:
Participants	$ 121,953	$ 130,021
Employer	33,013	32,627

	154,966	162,648

Investment income:
Interest	96	103
Dividends	21,946	19,877
Net appreciation (depreciation) in fair value of:
Common stock	(46,636)	32,107
Collective trust fund	618	692
Registered investment companies	5,139	1,073
Plan interest in net investment income of Master Trust	171,849	110,085

Net investment income	153,012	163,937

Withdrawals	(194,370)	(121,232)
Transfers (to)/from other plans, net	1,763	2,153

Withdrawals and transfers, net	(192,607)	(119,079)

Increase in net assets available for benefits	115,371	207,506

Net assets available for benefits:
Beginning of year	2,141,575	1,934,069

End of year	$2,256,946	$2,141,575

(The accompanying notes are an integral part of the financial statements.)

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - PLAN DESCRIPTION:

The following description of the Caterpillar Inc. Employees' Investment Plan (the Plan) provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the Company) to enable eligible employees of the Company and its subsidiaries (the participating employers) which adopt the Plan to accumulate funds.

Participation

Generally, employees of participating employers, other than those employed under collective bargaining agreements, who meet certain age, service and citizenship or residency requirements are eligible to participate in the plan. Participation commences upon an eligible employee's filing of an application with the Investment Plan Committee. Participating eligible employees (the participants) may acquire ownership interests in the Company through purchases of its common stock (Part 1). Additionally, the participants may elect to defer a portion of their compensation until retirement under the Special Investment Supplement of the Plan (Part 2).

Participant accounts

Accounts are maintained separately for Part 1 and Part 2 for each participant. The participant's account under Part 1 is credited with the participant's contribution, the employer's contribution and an allocation of Plan earnings. The participant's account under Part 2 of the Plan is credited with the participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested accounts.

Loan provisions

The Plan provides for participant loans against eligible participants' Part 2 account balances. Eligible employees obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50% of the individual participant's account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1% rounded to the nearest whole percent as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions

Part 1 -

Participant contributions are made through after-tax payroll deductions based on a percentage (2%-6%) of total earnings as elected by the employee. Participants with 25 or more years of service with the employers may contribute an additional 1%-4% of earnings.

Employer contributions are 50%, 66-2/3% or 80% of participant contributions (up to 6% of earnings) based on the participant's years of service.

Part 2 -

Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the employer. For 1999 and 1998, the compensation deferral was limited to (a) the greater of $6,000 or 4% of the participant's compensation (limited by the Internal Revenue Code to $10,000 in 1999) for participants earning in excess of $80,000 or (b) $10,000 for participants earning less than $80,000.

Investment programs

Part 1 -

Employer contributions are invested entirely in Caterpillar Inc. common stock. Participants may elect to have their contributions invested as follows: (1) 100% in Caterpillar Inc. common stock or (2) 50% in Caterpillar Inc. common stock and 50% in a Collective Government Short-Term Investment Fund. The Collective Government Short-Term Investment Fund is managed by The Northern Trust Company.

Part 2 -

Participants may elect to have their contributions invested in any combination of the following ten investment fund options at November 30, 1999:

Caterpillar Stock Fund

Preferred Stable Principal Fund

Preferred Short-Term Government Fund

Preferred Money Market Fund

Preferred Value Fund

Preferred International Fund

Preferred Growth Fund

Preferred Asset Allocation Fund

Preferred Fixed Income Fund
Preferred Small Cap Fund

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions

Part 1 -

Participants are fully vested at all times in Caterpillar Inc. common stock or units of the Collective Government Short-Term Investment Fund purchased with participant contributions, and earnings thereon.

Participants begin vesting in shares purchased with employer contributions generally after the end of the second year of plan participation. Participants generally vest at the rate of 33% per year, resulting in full vesting by participants in employer contributions after five years of service with the Company. Any amounts not vested at withdrawal which are forfeited will be applied to reduce the amount of future employer contributions to the Plan. Shares become fully vested upon retirement, permanent disability or death.

While an employee, a participant may elect to withdraw all participant purchased shares of common stock, his share of the Government Short-Term Investment Fund and all earnings on participant contributions as provided by the Plan. Employer contributions may also be withdrawn based on vested status as provided by the Plan. Upon termination of employment, participants may elect (with spousal consent, if applicable) to receive their shares by immediate distribution or a deferred distribution. If termination is due to retirement or disability, participants may elect (with spousal consent, if applicable) various annuity payments.

Part 2 -

Participants are fully vested in their participant contributions. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the balance in participants' accounts are distributable.

Transfers from Part 1 to Part 2

On a monthly basis, participants in Part 1 are allowed to transfer some or all of their vested balances in the Part 1 accounts to Part 2 of the Plan. Participants are allowed only one such transfer per month.

Administration

The Plan is administered by the Investment Plan Committee, which is responsible for nonfinancial matters, and the Benefits Funds Committee, which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into trust agreements with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, each participant in Part 1 shall have a fully vested interest in the assets attributable to employer contributions and earnings thereon. Any unallocated assets of the plan will be allocated to participant accounts and distributed in such a manner as the company may determine.

Federal income tax status

The Internal Revenue Service has determined and informed the Company by letter dated April 13, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended subsequent to the determination letter; however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date.

Risks and uncertainties

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

New accounting standards

In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP 99-3). This SOP simplifies the disclosure of certain investment information of defined contribution plans. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999, with earlier application encouraged. The Plan has elected to adopt the provisions of this SOP for its Plan year ended November 30, 1999. The primary impact on the 1999 financial statements is the elimination of previously provided information by investment fund option.

Basis of accounting

The Plan's accounts are maintained on the accrual basis of accounting.

Investments

The Plan's investments are stated at fair value. The Caterpillar Inc. common stock is valued at quoted market prices. The fair value of the Plan's investment in the Collective Government Short-Term Investment Fund and the 401(k) Master Trust (Note 4) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Contributions

Contributions to the Caterpillar Common Stock Fund under Part 1 of the Plan are made directly to the trust and shares are immediately purchased by the trust on the open market.

Transfers payable

As detailed in Note 1, on a monthly basis, participants in Part 1 are allowed to transfer vested balances in the Part 1 accounts to Part 2 of the Plan. At November 30, transfers payable represent such transfers for the month of November. The related receivable is recorded by the Master Trust and is included in the Plan's Investment in the Master Trust Net Assets at November 30, 1999 and 1998.

Administrative expenses

Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.

NOTE 3 - INVESTMENTS:

All employer matching contributions under Part 1 of the Plan are directed by the Company into a Caterpillar Inc. Common Stock Fund. By definition, this fund is nonparticipant directed. Details of the net assets of Part 1 - Caterpillar Inc. Common Stock Fund and significant components of the changes in net assets relating to this fund are as follows:

	November 30,
	1999	1998
Net assets - Part 1 - Caterpillar Inc. Common Stock Fund:
Common stock	$ 795,329	$ 892,674
Common and Collective Trust	29
Employer contributions receivable	841	1,186
Participant contributions receivable	1,493	1,990
Interest and dividends receivable	13	14
Transfers payable to Part 2	(3,881)	(3,712)
Other payables		(5)

Net assets - Part 1 - Caterpillar Inc. Common Stock Fund	$ 793,824	$ 892,147

	For the year ended November 30,
	1999	1998
Changes in net assets - Part 1 - Caterpillar Inc. Common Stock Fund:
Employer contributions	$ 61,478	$ 58,167
Participant contributions	33,013	32,627
Interest and dividends	22,042	19,980
Net (depreciation) appreciation	(46,636)	32,107
Withdrawals	(85,215)	(59,632)
Transfers to participant-directed investments	(83,005)	(82,906)

Net (decrease) increase	$ (98,323)	$ 343

The following table presents individual investments that represent 5% or more of the Plan's net assets at November 30. Any of these investments that are also nonparticipant-directed are further identified with an asterisk(*).

	1999	1998

Caterpillar Inc. Common Stock	$ 795,329*	$ 892,174*
Investments in Caterpillar Inc. 401(k) Master Trust net assets	1,415,230	1,220,856

NOTE 4 - MASTER TRUST:

Under a Master Trust agreement with The Northern Trust Company (the Trustee), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the Master Trust) in exchange for a percentage of participation in the Trust.

The Master Trust invests in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of the Company. The options available to the participants through the Preferred Group of Mutual Funds are described in Note 1.

CIML manages the Preferred Small Cap Fund and the Preferred Short-Term Government Fund. All other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the November 30, 1999 and 1998 market values of net assets, as accumulated by the Trustee for the investment funds of each plan. At November 30, 1999 and 1998, the Plan's pro rata interest in the quoted market values of net assets of the Master Trust was 83.59% and 83.30%, respectively.

Investment valuation

The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Participant loans are valued at cost which approximates fair value.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year. Details of the net assets and significant components of the changes in net assets of the Master Trust are as follows:

	November 30,
	1999	1998
Investments, at fair value:
Cash and cash equivalents	$ 28,342	$ 17,876
Common stock	324,010	334,345
Registered investment companies	1,319,369	1,080,128
Participant loans	27,225	24,784

Total investments	1,698,946	1,457,133

Dividend and interest receivable	121	45
Transfers receivable from EIP Part 1	3,939	3,726
Contributions receivable	5,773	5,962
Payable due to broker	(11,332)
Other receivable/(payable), net	177	192

Net assets of Master Trust	$1,697,624	$1,467,058



	For the year ended November 30,
	1999	1998
Investment income:
Interest	$ 2,856	$ 2,983
Dividends	7,597	7,772
Net appreciation (depreciation) in fair value of:
Common stock	(4,697)	10,987
Registered investment companies	202,270	111,962

Net investment income	208,026	133,704

Contributions to all plans	80,300	94,162
Withdrawals from all plans	(127,000)	(73,232)
Transfers from EIP Part 1	83,660	84,066
Interfund transfers (to) from self-directed brokerage account, net	(14,420)	(1,125)

Increase in Master Trust net assets	230,566	237,575

Master Trust net assets:
Beginning of year	1,467,058	1,229,483

End of year	$1,697,624	$1,467,058

SUPPLEMENTAL SCHEDULES

SCHEDULE I

CATERPILLAR INC.

EMPLOYEES' INVESTMENT PLAN

ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT

PURPOSES AT END OF YEAR

NOVEMBER 30, 1999

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

*

Caterpillar Inc.

Common stock; 17,149,935 shares

$506,593,058

$795,328,236

* Northern Trust Collective Short Term Investment Fund; 29,007 units
**

29,007

*

Northern Trust

Collective Government Short-Term Investment Fund; 12,228,283 units

**

12,228,283

*

Caterpillar Inc.

401(k) Master Trust

**

1,415,230,000

AIM Global

High Income Class B; 970.25 units

8,286

Accessor FDS Inc.

Growth; 140.06 units

4,637

Small to Mid-Cap; 247.79 units

6,782

Acorn

Foreign Forty; 368.19 units

6,244

Alliance

Premier Growth Class B; 2,009.03 units

68,407

Technology Class A; 25.50 units

2,842

Technology Class B; 75.58 units

7,991

American Century

Benham Target Mat TR 2005; 223.91 units

16,175

Benham Target Mat TR 2010; 360.10 units

19,636

Benham Target Mat TR 2015; 240.44 units

10,233

Benham Target Mat TR 2020; 1,394.66 units

42,467

Benham Target Mat TR 2025 INV; 3,096.09 units

79,260

Global Gold; 17,666.07 units

95,043

Income & Growth; 2,278.21 units

73,381

Global Natural Res; 1,483.68 units

18,680

20^th Century Ultra; 1,207.56 units

49,461

20^th Century Int'l GTH; 2,620.71 units

34,122

American Funds Income Fund of America; 1,263.29 units
21,021

Investment Company of America; 2,014.76 units
67,958

American Heritage

American Heritage Fund; 9,899.07 units

2,673

ASAF

Janus Small-Cap Growth Class B; 1,421.26 units

28,439

Amerindo

Technology Class D; 127.44 units

3,580

Ameristock

Mutual Fund; 291.59 units

10,850

Ariel

Growth Class A; 133.19 units

4,724

Appreciation Class B; 138.35 units

4,602

Artisan

International; 267.73 units

6,278

BT Investment

International Equity; 173.24 units

4,790

Babson

Value Income; 2,416.15 units

111,095

Baron

Asset; 7,983.25 units

438,360

Growth & Inc.; 954.82 units

28,215

Small Cap Fund; 2,491.09 units

45,734

Berger

Small Cap Value Retail; 1,259.71 units

26,870

Small Company Growth Retail; 8,796.76 units

54,452

New Generation Retail; 7,622.11 units

257,399

Balanced Retail; 430.14 units

7,958

Select Retail; 290.86 units

6,957

Brandywine

Blue; 3,411.18 units

118,197

Bridgeway

Microcap Limited; 1,628.39 units

10,829

Clipper

Clipper Fund Incorporated; 142.78 units

10,537

Cohen & Steers

Realty Shares Inc; 1,078.11 units

37,863

Dodge & Cox

Balance; 370.94 units

25,473

Dresdner

RCM Global Technology Fund; 231.41 units

10,863

(Continued)

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

Dreyfus

Premier Worldwide Growth; 368.79 units

13,107

Aggressive Value Fund; 180.05 units

4,100

Small Company Value Fund; 352.80 units

7,857

Premier Tech Growth Class C; 871.59 units

37,225

Premier Tech Growth Class B; 84.06 units

3,594

Technology Growth Fund; 8,820.38 units

378,747

S&P 500 Index Fund; 2,191.10 units

90,580

Emerging Markets; 1,406.30 units

21,165

New Leaders; 119.46 units

6,179

Excelsior

Income Business & Indl Rest; 156.67 units

4,445

FBR

Small Cap Growth Fund/Value Fund; 165.21 units

2,857

Fidelity

Worldwide; 151.88 units

3,001

Japan Small Companies; 4,933.27 units

117,609

Capital & Income; 10,608.56 units

102,373

Stock Selector; 7,530.06 units

248,191

Asset Manager Growth; 681.14 units

13,670

Contra Fund; 2,576.00 units

166,487

Utilities; 3,534.55 units

93,065

Equity Income; 915.36 units

52,688

Real Estate Investment; 1,314.20 units

18,596

Equity Income II; 1,266.62 units

38,429

Diversified International; 2,197.98 units

51,367

Int'l Value; 835.95 units

15,398

Southeast Asia; 1,150.31 units

16,288

Emerging Markets; 166.11 units

1,688

Fidelity Fund; 1,490.05 units

57,427

Magellan; 84.02 units

11,090

Growth Company; 840.09 units

62,654

Emerging Growth; 2,031.37 units

107,785

Overseas; 69.35 units

3,189

Pacific Basin; 1,141.85 units

29,026

Europe; 130.36 units

4,662

Low Priced Stock; 204.29 units

4,490

OTC Port; 302.24 units

17,370

Growth & Income; 1,462.79 units

66,893

Blue Chip Growth; 246.97 units

13,712

Dividend Growth; 10,611.44 units

302,107

Value; 1,232.51 units

59,839

Firsthand Technology

Value; 910.75 units

67,905

Leaders; 1,104.12 units

40,422

Innovator; 4,437.10 units

175,266

Firsthand

E-Commerce; 6,099.05 units

73,738

Communications; 1,369.81 units

15,520

Flag Investors

Telephone Inc Class A; 2,693.42 units

118,376

Founders

Worldwide Growth; 1,862.44 units

52,502

Franklin

CA Growth Class I; 94.70 units

3,681

Global Health Care; 49.95 units

767

(Continued)

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

Fremont

US Micro Capital; 222.27 units

7,310

Real Estate Securities; 1,219.42 units

9,304

Gabelli

Growth Shares Ben Int; 1,773.13 units

82,344

ABC Fund; 97.37 units

1,013

Global Telecommunications Fund; 869.19 units

23,468

Global Opportunity Fund; 2,201.03 units

35,547

GLBL Inter-Active Couch Potato; 2,967.75 units

90,695

Value FD Inc; 495.79 units

9,861

GAM

International Class A; 375.88 units

10,510

Govett

Smaller Companies Class A; 57.62 units

1,440

Growth

Fund of America; 2,553.67 units

74,005

Guinness Flight

China & Hong Kong; 260.54 units

4,364

Asia Small Cap; 1,096.05 units

9,853

Mainland China Fund; 21.43 units

243

Wired Index; 1,222.53 units

23,852

Harbor

Bond; 8,716.39 units

94,747

Growth; 299.04 units

6,181

Capital Appreciation; 5,433.36 units

266,561

Heartland Group

Value Plus; 2,778.47 units

36,648

MidCap Value; 394.63 units

3,607

Hotchkis & Wiley

International; 3,204.34 units

87,543

IAI

Bond; 1,642.94 units

14,162

IPS

Millennium Fund; 361.88 units

20,240

Invesco

Endeavor N/C; 1,434.11 units

29,571

Energy N/C; 6,093.87 units

82,816

Gold N/C; 22,486.71 units

39,127

Health Sciences N/C; 292.64 units

15,797

Technology N/C; 529.06 units

34,029

Financial Services N/C; 770.20 units

20,149

Worldwide Communications; 3,444.13 units

144,378

Internat'l European; 571.95 units

11,605

Internat'l Pacific Basin #54; 1,456.31 units

16,515

Janus

Janus Fund; 5,356.79 units

238,592

Inv't Growth & Income; 8,160.89 units

318,765

Inv't Worldwide; 18,866.51 units

1,272,357

Inv't Twenty; 15,147.09 units

1,137,244

Flexible Income; 1,466.48 units

13,726

Global Technology; 58,149.85 units

1,430,487

Global Life Sciences; 1,658.06 units

21,472

Special Situations; 3,763.69 units

90,931

Inv't Equity Income; 9,124.56 units

212,511

Olympus; 26,402.24 units

1,213,447

High Yield Bond; 1,367.08 units

13,848

Enterprise; 6,334.67 units

411,184

Inv't Overseas; 8,024.19 units

248,028

Inv't Mercury; 22,743.03 units

899,032

Inv't Balanced; 7,630.60 units

169,628

(Continued)

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

Japan

Japan Fund; 255.57 units

4,304

John Hancock

Finc'l Industries Class B; 473.65 units

7,285

Special Equity Class B; 571.43 units

15,920

Sovern Global Tech Class B; 126.94 units

8,150

Kaufmann

Kaufmann Fund; 9,981.85 units

49,809

Kinetics The Internet Fund; 3,837.73 units
144,969

Lexington

Troika Dialog Russia Income; 700.30 units

3,123

Worldwide Emerging Mkts; 625.19 units

7,115

Linder

Bulwark; 920.95 units

5,728

Invts Dividend; 1,060.76 units

24,302

Longleaf

Realty; 141.74 units

1,877

Loomis Sayles

Bond; 3,225.52 units

37,352

MFS

Emerging Growth Class B; 279.11 units

14,904

Managers

FDS Special Equity; 81.79 units

6,599

FDS Int'l Equity; 301.99 units

17,104

Marsico

Focus; 10,819.73 units

215,745

Masters Select

International; 466.98 units

7,462

Matthews

Intl FDS Pac Tiger FD; 3,992.62 units

46,554

Intl FDS Korea FD; 4,422.01 units

36,039

Midas

Midas Fund; 9,450.17 units

12,191

Investors Ltd. N/C; 1,706.22 units

4,402

Montag & Caldwell

Growth Fund; 2,231.11 units

77,754

Montgomery

Emerging Markets; 86.51 units

954

Emerging Asia; 924.92 units

10,295

Global Communication; 424.85 units

15,205

Growth; 1,956.75 units

44,673

International Growth; 601.13 units

12,774

Munder Net

Net Class C; 68.76 units

3,859

Net Class B; 353.06 units

19,807

Net Class A; 1,510.68 units

85,656

Mutual Series

Shares Class Z; 280.40 units

6,060

Qualified Inc Class Z; 2,851.94 units

51,335

Beacon Class Z; 1,669.69 units

24,461

Discovery Class Z; 6,245.72 units

126,476

European Class Z; 1,735.61 units

27,718

Neuberger & Berman

Guardian Trust; 540.48 units

9,139

Focus Trust Frm; 103.28 units

2,747

International Fund; 1,310.68 units

28,520

Regency Fund; 690.34 units

6,793

New Perspective; 2,571.75 units

74,864

Northeast Investors

Trust CTFS Ben INT; 2,212.17 units

21,436

Oak

Value Fund; 605.86 units

15,522

Oakmark

Oakmark Fund; 2,708.12 units

73,092

International; 1,289.20 units

17,572

Small Cap; 3,607.45 units

48,015

Balanced; 573.69 units

8,072

Internat'l Small Cap; 870.76 units

10,040

Select; 5,026.20 units

88,461

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

Oppenheimer

Strategic Inc Class C; 4,131.36 units

17,889

Global Growth & Income; 420.52 units

11,026

Midcap Class C; 217.39 units

4,837

Payden & Rygel

Growth & Income Class A; 5,950.53 units

97,113

PBHG

Growth; 5,010.55 units

189,148

Emerging Growth; 443.29 units

12,758

Large Cap Growth; 401.43 units

12,320

Select Equity; 2,706.28 units

116,370

New Oppties; 338.33 units

15,847

Tech & Communication; 5,789.61 units

288,091

Large Cap 20; 1,211.94 units

40,237

Core Growth; 683.52 units

13,759

Pilgrim

International Small Cap Growth Q; 506.91 units

18,406

PIMCO

Long Term US Gov't; 16,828.24 units

160,710

Pin Oak

Aggressive Stock; 2,413.78 units

111,058

Putnam

Growth Opportunities Class A; 2,827.03 units

72,117

OTC & Emerging Growth Class A; 104.31 units

3,101

Red Oak

Technology Select; 1,688.05 units

34,858

Renaissance

IPO Plus Aftermarket; 188.40 units

4,981

Reynolds

Blue Chip Growth; 700.24 units

44,479

RS

Emerging Growth N/C; 10,423.76 units

501,592

Value Plus and Growth N/C; 1,150.35 units

32,474

Mid Cap Oppties N/C; 324.15 units

4,392

Global Natural Resources N/C; 342.20 units

2,902

Diversified Growth N/C; 541.91 units

14,480

Microcap Growth N/C; 690.15 units

12,933

RS Funds The Information Age N/C; 297.62 units
8,557

Rydex

Nova Fund; 1,992.27 units

75,666

URSA Fund; 3,127.22 units

25,737

OTC Fund; 10,423.25 units

689,811

Juno Fund; 1,361.98 units

13,034

Electronics Inv Class; 1,800.66 units

41,776

Biotechnology Inv Class; 1.43 units

26

Safeco

Equity; 1,083.86 units

27,162

Growth; 390.48 units

8,224

Scudder

Mutual Income Gold; 733.82 units

4,858

S&P 500 Index; 1,682.27 units

31,223

Latin America; 73.26 units

1,653

Greater Europe Growth; 3,187.53 units

97,698

Technology Fund; 49.41 units

1,606

Select

Energy; 459.50 units

10,656

Technology; 1,508.63 units

193,255

Health Care; 1,631.56 units

216,264

Precious Metals; 996.23 units

10,211

Utilities Growth; 92.00 units

6,403

Natural Gas; 398.30 units

5,604

Insurance; 46.45 units

1,741

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

Select

Develop Communications; 1,423.93 units

71,923

Financial Services; 40.26 units

4,037

Regional Banks; 658.46 units

25,805

Leisure; 30.97 units

2,755

Retailing; 2,168.66 units

143,435

Energy Service; 2,554.62 units

56,891

Biotechnology; 1,065.82 units

60,837

American Gold; 298.31 units

4,257

Money Market; 37,339.57 units

37,340

Software & Computer; 44.44 units

3,542

Telecomm Port; 427.12 units

37,702

Brokerage & Investment Mgmt; 971.37 units

45,227

Electronics; 5,732.60 units

468,697

Computers; 2,011.77 units

198,662

Seligman

Communications & Info Class B; 220.38 units

8,213

Spartan

U.S. Equity Index; 1,113.80 units

55,144

Total Market Index; 443.62 units

15,922

Market Index; 24.64 units

2,373

High Income; 3,522.94 units

42,416

Sound Shore

Sound Shore Fund Inc; 326.26 units

9,400

Spectra

Spectra Fund Inc; 332.59 units

3,968

SSGA

Small Cap Equity; 219.70 units

4,100

Money Market Fund; 4,789,980.05 units

4,789,980

Emerging Markets; 1,073.21 units

12,106

S&P 500 Index; 19,807.11 units

478,738

Stein Roe

Income Trust; 1,540.04 units

14,245

Investment Trust Young Inv; 377.26 units

11,906

Investment Trust Cap Oppty; 838.03 units

28,417

Strong

Corporate Bond Income; 9,193.75 units

97,178

Income High Yield Bond; 1,334.52 units

14,266

Growth; 3,193.17 units

99,595

Index 500; 1,777.25 units

31,209

Growth 20; 374.67 units

9,322

Enterprise; 2,216.84 units

74,043

Growth & Income; 1,769.04 units

46,614

Blue Chip 100; 2,621.56 units

49,495

Schafer Value; 124.86 units

6,118

Asia Pacific; 5,045.69 units

55,553

Gov't Securities Income; 3,939.93 units

40,069

Templeton

Developing Markets Trust SH Ben INT II; 3,222.17 units

43,209

The Contrarian

The Contrarian Fund N/C; 2,146.42 units

19,468

Third Avenue

Value Fund; 1,589.84 units

54,293

Torray

Torray Fund; 1,711.10 units

71,952

T Rowe Price

Dividend Growth; 956.48 units

20,249

Media & Telecommunications; 1,166.78 units

42,436

Equity Income; 4,943.75 units

133,086

(Continued)

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

T Rowe Price

Blue Chip Growth Inc; 712.97 units

24,576

Growth & Income; 126.49 units

3,365

Mid Cap Growth; 460.74 units

17,490

New Era; 3,600.94 units

83,290

International Stock; 2,018.88 units

36,057

European Stock; 5,477.19 units

128,221

Int'l New Asia; 4,892.73 units

41,882

Science & Technology; 2,470.44 units

157,170

Tweedy Browne

Global Value Fund; 12,035.03 units

250,088

Amern Value Fund; 7,330.90 units

171,616

UAM FMA

Small Company Portfolio; 33.67 units

459

Ultra

Bear Pro Fund Service Shares; 193.42 units

4,716

OTC Pro Fund Service Shares; 292.39 units

18,651

OTC Pro Fund Investors Shares; 6,658.36 units

430,796

US

World Gold; 10,437.60 units

86,423

Gold Shares; 14,348.43 units

52,802

Value Line

Aggressive Income; 1,861.04 units

13,176

Asset Allocation; 7,360.16 units

150,000

Vanguard

Life Strategy Growth Port; 413.83 units

8,579

US Growth Portfolio; 2,278.36 units

97,537

Int'l Growth Portfolio; 4,304.22 units

92,024

Growth & Income; 3,682.88 units

132,326

Equity Income; 1,576.63 units

38,895

Admiral Sht Term US Treasury Fund; 7,094.14 units

69,927

Admiral Inter TM US Treasury Fund; 5,056.93 units

50,822

Admiral Long Trm US Treasury Fund; 21,794.67 units

221,434

Primecap; 3,391.08 units

207,738

Bond Index Total Market; 27.72 units

268

Windsor Income; 2,247.68 units

38,413

Windsor II Portfolio; 6,466.88 units

184,112

Asset Allocation Income; 5,191.06 units

129,361

Fixed Inc Sec L/T Portfolio; 8,794.30 units

72,377

GNMA Fixed Income Security Fund; 51,626.14 units

514,196

Index Trust S&P 500 Port; 12,768.67 units

1,642,052

Total Stock Market; 37,798.72 units

1,176,674

Value Index; 6,357.22 units

148,759

Growth Index; 18,847.26 units

706,772

Van Kampen

Amer Capt Growth Class B; 311.65 units

8,271

Van Wagoner

Income Micro-Cap; 6,001.05 units

182,432

Income Emerging Growth; 19,700.41 units

734,038

Income Mid-Cap; 5,748.10 units

142,093

Income Post Venture; 7,617.67 units

263,800

Technology; 4,397.75 units

230,794

Warburg Pincus

Capital Appreciation; 1,892.99 units

52,019

Emerging Growth; 246.61 units

11,961

International Equity; 2,162.99 units

52,215

(Continued)

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

Warburg Pincus

Emerging Markets; 214.31 units

2,310

Post Venture Capital; 156.37 units

4,177

Japan Growth; 875.91 units

25,682

Japan OTC; 6,171.49 units

144,660

Health Sciences; 503.36 units

7,787

Global Telecomm; 660.51 units

38,653

Weitz

Value; 3,860.74 units

131,304

Hickory; 1,039.26 units

39,367

White Oak

Growth Stock; 2,937.72 units

164,836

Yacktman

Yacktman Fund; 325.73 units

2,938

**

35,565,099

Total investments
$2,258,380,625

** - Cost information is not applicable for participant directed investments

SCHEDULE II

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

ITEM 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1999

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Identity of
party involved

Description of assets

Purchase
price

Selling
price

Lease
rental

Expense
incurred with
transaction

Cost
of asset

Current value
of asset on
transaction
date

Net gain
or (loss)

Caterpillar Inc.

Common stock:

Series of 63 purchases

$116,806,804

$

$

$103,063

$116,806,804

$116,703,741

$

One sale

6,822

7

3,655

6,829

3,167

SCHEDULE III

Caterpillar Inc.
Employees' Investment Plan

FORM 5500 ITEM 27f-SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1999

a	b	c	d	e	f	g	h	i	j
Identity of party involved	Relationship to Plan employer or other party-in-interest	Description of transactions including maturity date, rate of interest, collateral, par or maturity value)	Purchase price	Selling price	Lease rental	Expenses incurred in connection with transaction	Cost of asset	Current value of asset	Net gain or (loss) on each transaction
Caterpillar Inc.	Employer	Failure to remit employee contributions to the trustee on a timely basis.(1)	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1)

As the result of a clerical error with regard to payroll deferrals for certain U.S. expatriate employees working overseas, contributions in the amount of $2,660.71 were not made to the trust under the Plan for the payroll period ended March 15, 1999 until December 9, 1999. The Company is currently in the process of calculating the lost earnings on these contributions, as well as the lost earnings on these lost earnings, for the period in which the contributions were not in the trust. Once calculated, the Company will contribute this amount to the trust and allocate the contribution among the applicable participants' accounts.

EXHIBIT A

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (No. 33-3718, as amended, and No. 33-39280) of Caterpillar Inc. of our report dated May 26, 2000 relating to the financial statements of the Caterpillar Inc. Employees' Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
	For the Fiscal Year Ended December 31, 1998

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
	For the transition period from _____ to _____

Commission File Number 1-768

SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)

CATERPILLAR INC.
(Name of issuer of the securities held
pursuant to the Plan)

100 NE ADAMS STREET, PEORIA, ILLINOIS 61629
(Address of principal executive offices)

REQUIRED INFORMATION

Item 1.

The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.

The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.

The Consent of Independent Accountants is attached hereto as Exhibit B.

Report of Independent Accountants

To the Participants and Plan Administrator of the
Caterpillar Inc. Tax Deferred Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpiller Inc. Tax Deferred Savings Plan (the Plan) at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(Dollars in 000's)

	1999	1998


Investments	$32,492	$27,720

Net assets available for benefits	$32,492	$27,720

(The accompanying notes are an integral part of the financial statements.)

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND 1998
(Dollars in 000's)

	1999	1998

Participant contributions	$2,880	$3,891


Investment income:
Net appreciation in fair value of registered investment companies	532	19
Plan interest in net investment income of Master Trust	4,343	2,693


Net investment income	4,875	2,712


Withdrawals	(1,671)	(1,249)
Transfers (to)/from other plans, net	(1,312)	(564)


Withdrawals and transfers, net	(2,983)	(1,813)


Increase in net assets available for benefits	4,772	4,790

Net assets available for benefits:
Beginning of year	27,720	22,930


End of year	$32,492	$27,720

(The accompanying notes are an integal part of the financial statements.)

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - PLAN DESCRIPTION:

The following description of the Solar Turbines Incorporated Savings and Investment Plan (the Plan) provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a contributory defined contribution plan established by Solar Turbines Incorporated (the Company), a 100%-owned subsidiary of Caterpillar Inc., to enable eligible employees of the Company and its subsidiaries (the employers) to accumulate funds.

Participation

Hourly employees of the employers who meet certain age, service and citizenship or residency requirements are eligible to participate in the Plan. Participation commences upon an eligible employee's filing of an application with the Company. Participating eligible employees (the participants) may elect to defer a portion of their compensation until retirement.

Participant accounts

Accounts are maintained separately for each participant. The participant's account is credited with the Participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan provisions

The Plan provides for participant loans against eligible participants' account balances. Eligible employees obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50% of the individual participant's account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1% rounded to the nearest whole percent, as determined at the loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions

Investment programs

Participants may elect to have their contributions invested in any combination of the following ten investment fund options at December 31, 1999:

Caterpillar Stock Fund

Preferred Stable Principal Fund

Preferred Short-Term Government Fund

Preferred Money Market Fund

Preferred Value Fund

Preferred International Fund

Preferred Growth Fund

Preferred Asset Allocation Fund

Preferred Fixed Income Fund

Preferred Small Cap Fund

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the Standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions

Participants are fully vested in their participant contributions and earnings thereon. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the balance in participants' accounts are distributable.

Administration

The Plan is administered by the Vice President - Human Services Division of Caterpillar Inc. who is responsible for non-financial matters, and the Benefits Funds Committee of Caterpillar Inc. which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, any unallocated assets of the plan shall be allocated to participant accounts and distributed in such a manner as the company may determine.

Federal income tax status

Risks and uncertainties

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

New accounting standards

In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP 99-3). This SOP simplifies the disclosure of certain investment information of defined contribution plans. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999, with earlier application encouraged. The Plan has elected to adopt the provisions of this SOP for its Plan year ended December 31, 1999. The primary impact on the 1999 financial statements is the elimination of previously provided information by investment fund option.

Basis of accounting

The Plan's accounts are maintained on the accrual basis of accounting.

Investments

The fair value of the Plan's investment in the 401(k) Master Trust (Note 4) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Administrative expenses

Administrative costs, including trustee fees and certain investment costs, are paid by Caterpillar Inc.

Use of estimates in the preparation of financial statements

NOTE 3 - MASTER TRUST:

The Master Trust invests in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of Caterpillar Inc. The options available to the participants through the Preferred Group of Mutual Funds are described in Note 1.

CIML manages the Preferred Small Cap Fund and the Preferred Short-term Government Fund. All other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the December 31, 1999 and 1998 market values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 1999 and 1998, the Plan's pro rata interest in the quoted market values of net assets of the Master Trust was 1.78% and 1.82%, respectively.

Investment valuation

	December 31,

	1999	1998

Investments, at fair value:
Cash and cash equivalents	$16,061	$12,191
Common stock	330,694	343,517
Registered investment companies	1,394,423	1,115,716
Participant loans	27,405	24,686

Total investments	1,768,583	1,496,110

Dividend and interest receivable	105	93
Transfers receivable from EIP Part 1	2,802	2,525
Contributions receivable	6,976	6,648
Receivable due from broker	7,700
Other receivable/(payable), net	200	259


Master Trust net assets	$1,786,366	$1,505,635

	For the year ended December 31,

	1999	1998

Investment income:
Interest	$ 2,917	$ 2,946
Dividends	7,597	7,756
Net appreciation (depreciation) in fair value of:
Common stock	22,897	(15,546)
Registered investment companies	228,248	165,523


Net investment income	261,659	160,679


Contributions to all plans	80,394	94,843
Withdrawals from all plans	(128,500)	(76,445)
Transfers from EIP Part 1	84,107	84,143
Interfund transfers (to) from self-directed brokerage account, net	(16,764)	(1,437)


Increase in Master Trust net assets	280,896	261,783

Master Trust net assets:
Beginning of year	1,505,635	1,243,852


End of year	$1,786,531	$1,505,635

SUPPLEMENTAL SCHEDULE

SCHEDULE I

SOLAR TURBINES INCORPORATED

SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

DECEMBER 31, 1999

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
Value

*

Caterpillar Inc.

401(k) Master Trust

**

$31,977,000

Babson

Value Income; 100.16 units

4,432

Baron

Asset; 90.13 units

5,297

Fidelity

Europe; 138.24 units

5,180

Firsthand

Technology Value; 1,273.94 units

115,317

Janus

Global Technology; 3,681.66 units

113,874

Inv't Worldwide; 112.51 units

8,599

Olympus; 139.89 units

7,450

Special Situations; 337.36 units

7,776

Oakmark

Oakmark Fund; 159.78 units

4,346

PBHG

Growth; 366.95 units

17,386

Rydex

OTC Fund; 1,868.82 units

153,916

SSGA

Money Market Fund; 70,977.50 units

70,978

**

514,551

Total investments

$32,491,561

**--Cost informations not applicable for participant directed investments.

EXHIBIT C

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms
S-8 (No. 2-97450, as amended, and No. 33-37353) of Caterpillar Inc. of our report dated May 26, 2000 relating to the financial statements of the Solar Turbines Incorporated Savings and Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
	For the Fiscal Year Ended December 31, 1998

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
	For the transition period from _____ to _____

Commission File Number 1-768

TAX DEFERRED SAVINGS PLAN
(Full title of the Plan)

CATERPILLAR INC.
(Name of issuer of the securities held
pursuant to the Plan)

100 NE ADAMS STREET, PEORIA, ILLINOIS 61629
(Address of principal executive offices)

REQUIRED INFORMATION

Item 1.

The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.

The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.

The Consent of Independent Accountants is attached hereto as Exhibit C.

Report of Independent Accountants

To the Participants and Plan Administrator of the
Caterpillar Inc. Tax Deferred Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Tax Deferred Savings Plan (the Plan) at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

CATERPILLAR INC.
TAX DEFERRED SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(Dollars in 000's)

	1999	1998


Investments	$268,441	$228,451


Net assets available for plan benefits	$268,441	$228,451

(The accompanying notes are an integral part of the financial statements.)

CATERPILLAR INC.

TAX DEFERRED SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 1999 AND 1998

(Dollars in 000's)

	1999	1998
Participant contributions	$ 18,404	$ 20,268

Investment income:
Net appreciation in fair value of registered investment companies	764	140
Plan interest in net investment income of Master Trust	39,451	26,891

Net investment income	40,215	27,031

Withdrawals	(18,113)	(12,866)
Transfers (to)/from other plans, net	(516)	(1,575)

Withdrawals and transfers, net	(18,629)	(14,441)

Increase in net assets available for benefits	39,990	32,858

Net assets available for benefits:
Beginning of year	228,451	195,593

End of year	$ 268,441	$ 228,451

(The accompanying notes are an integral part of the financial statements.)

CATERPILLAR INC.

TAX DEFERRED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - PLAN DESCRIPTION:

The following description of the Caterpillar Inc. Tax Deferred Savings Plan (the Plan) provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the Company) to enable eligible employees of the Company and its subsidiaries (the employers) which adopt the Plan to accumulate funds.

Participation

Employees under collective bargaining agreements to which the Plan is extended who meet certain age, service and citizenship or residency requirements are eligible to participate in the Plan. Participation commences upon an eligible employee's filing of an application with the Company. Participating eligible employees (the participants) elect to defer a portion of their compensation until retirement.

Participant accounts

Accounts are maintained separately for each participant. The participant's account is credited with the participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan provisions

The Plan provides for participant loans against eligible participants' account balances. Eligible employees obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50% of the individual participant's account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1% rounded to the nearest whole percent, as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions

Investment programs

Participants may elect to have their contributions invested in any combination of the following ten investment fund options at December 31, 1999:

Caterpillar Stock Fund

Preferred Stable Principal Fund

Preferred Short-Term Government Fund

Preferred Money Market Fund

Preferred Value Fund

Preferred International Fund

Preferred Growth Fund

Preferred Asset Allocation Fund

Preferred Fixed Income Fund

Preferred Small Cap Fund

A self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions

Administration

The Plan is administered by the Vice President - Human Services Division of Caterpillar Inc. who is responsible for non-financial matters, and the Benefits Funds Committee of Caterpillar Inc which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan termination

Federal income tax status

The Internal Revenue Service has determined and informed the Company by letter dated April 13, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended subsequent to the determination letter; however, the Plan administrator and the Plan's legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date.

Risk and uncertainties

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

New accounting standards

In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP 99-3). This SOP simplifies the disclosure of certain investment information of defined contribution plans. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999, with earlier application encouraged. The Plan has elected to adopt the provisions of this SOP for its Plan year ended December 31, 1999. The primary impact on the 1999 financial statements is the elimination of previously provided information by investment fund option.

Basis of accounting

The Plan's accounts are maintained on the accrual basis of accounting.

Investments

Administrative expenses

Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Use of estimates in the preparation of financial statements

NOTE 3 - MASTER TRUST:

Investment valuation

	December 31,
	1999	1998
Investments, at fair value:
Cash and cash equivalents	$ 16,061	$ 12,191
Common stock	330,694	343,517
Registered investment companies	1,394,423	1,115,716
Participant loans	27,405	24,686

Total investments	1,768,583	1,496,110

Dividend and interest receivable	105	93
Transfers receivable from EIP Part 1	2,802	2,525
Contributions receivable	6,976	6,648
Receivable due from broker	7,700
Other receivable/(payable), net	200	259

Master Trust net assets	$ 1,786,366	$ 1,505,635



	For the year ended December 31,
	1999	1998
Investment income:
Interest	$ 2,917	$ 2,946
Dividends	7,597	7,756
Net appreciation (depreciation) in fair value of:
Common stock	22,897	(15,546)
Registered investment companies	228,248	165,523

Net investment income	261,659	160,679

Contributions to all plans	80,394	94,843
Withdrawals from all plans	(128,500)	(76,445)
Transfers from EIP Part 1	84,107	84,143
Interfund transfers (to) from self-directed brokerage account, net	(16,764)	(1,437)

Increase in Master Trust net assets	280,896	261,783
Master Trust net assets:
Beginning of year	1,505,635	1,243,852

End of year	$ 1,786,531	$ 1,505,635

SUPPLEMENTAL SCHEDULES

SCHEDULE I

CATERPILLAR INC.
TAX DEFERRED SAVINGS PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999

(a)

(b)

(c)

(d)

(e)

Identity of Issue,
borrower, lessor
or similar party

Description of Investment, including
maturity date, rate of interest
collateral, par or maturity value

Cost

Current
Value

*

Caterpillar Inc.

401(k) Master Trust

* *

$266,278,000

Acorn

International; 95.87 units

3,387

American Century

Benham Target Mat TR2010; 197.37 units

10,571

Benham Target Mat TR2020; 19.99 units

588

Income & Growth; 321.86 units

10,960

Global Natural Resource; 477.19 units
6,232

Utilities; 280.74 units

4,621

20^th Century Vista; 444.76 units

9,878

American Funds Investment Company of America; 187.37 units
6,082

Artisan

International; 474.91 units

13,535

Baron

Asset; 189.24 units

11,122

Small Cap Fund; 1,697.71 units

30,559

Cash balance; 489.94 units

490

Century

Shares Trust; 14.75 units

506

Columbia

Real Estate Equity; 57.62 units

839

Dresdner RCM

Global Technology Fund; 79.15 units

4,687

Dreyfus

Appreciation Fund; 235.14 units

10,753

Disciplined Stock Class R; 127.67 units

5,459

Midcap Index Fund; 245.98 units

5,397

Short-term High Yield Secs; 481.23 units

4,933

FBR

Small Cap Financial Fund; 113.89 units

1,531

Financial Services Fund; 111.62 units

1,523

Fidelity

Worldwide; 270.55 units

5,384

Small Cap Stock; 48.43 units

615

Utilities; 266.27 units

6,862

Spartan High Income; 837.64 units

10,052

Government Securities; 590.94 units

5,525

Emerging Growth; 733.44 units

43,734

Dividend Growth; 2,377.54 units

68,924

Japan; 250.66 units

6,838

Japan Small Companies; 903.39 units

21,925

Overseas, 52.12 units

2,502

Retirement Growth; 311.88 units

8,062

Firsthand

Technology Leaders; 615.30 units

27,492

Technology Innovator; 33.90 units

1,673

E-Commerce; 44.53 units

662

Communications; 51.92 units

761

Franklin

Gold Class II; 652.80 units

6,247

Fremont

US Micro Capital; 51.71 units

2,035

Gabelli

GLBL Inter-Active Couch Potato; 305.86 units

10,757

Guinness Flight

China & Hong Kong; 637.50 units

11,252

Hotchkis & Wiley

International; 299.23 units

7,900

Icon

Technology; 52.60 units

1,026

The Internet

Fund; 65.10 units

3,237

Invesco Strategic

Health Sciences N/C; 57.76 units

3,171

Financial Services N/C; 200.23 units

5,330

Worldwide Communications; 68.11 units

3,517

High Yield Bond N/C; 96.22 units

619

Janus

Janus Fund; 398.22 units

17,542

Inv't Growth & Income; 425.83 units

17,859

Inv't Worldwide; 1,292.42 units

98,780

Inv't Twenty; 1,009.03 units

84,183

Global Technology; 2,253.33 units

69,696

(a)

(b)

(c)

(d)

(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
Value

Janus

Special Situations; 107.08 units

2,468

Global Life Sciences; 1,426.06 units

22,960

Inv't Equity Income; 446.11 units

11,215

Olympus; 1,609.62 units

85,728

High Yield Bond; 0.30 units

3

Inv't Balanced; 451.69 units

10,565

Enterprise; 145.78 units

11,177

Inv't Overseas; 413.45 units

15,380

Inv't Mercury; 2,013.19 units

88,198

Lexington

Troika Dialog Russia Income; 137.21 units

925

Longleaf

Partners; 25.96 units

532

Realty; 25.10 units

319

Midas

Midas Fund; 950.93 units

1,293

Montgomery

Asset Allocation; 484.09 units

7,862

Emerging Asia; 282.61 units

3,304

Munder

Net Net Class A; 269.11 units

20,568

Neuberger & Berman

Partners Trust I; 486.09 units

8,740

Millennium Trust; 37.34 units

1,146

Oakmark

Oakmark Fund; 460.54 units

12,527

PBHG

Growth; 255.42 units

12,102

Tech & Communication; 374.99 units

25,522

Pin Oak

Aggressive Stock; 53.57 units

2,878

Red Oak

Technology Select; 69.89 units

1,701

RS

Value Plus and Growth N/C; 337.24 units

10,262

Rushmore

American Gas Index; 139.60 units

2,146

Rydex

OTC Fund; 146.50 units

12,066

Select

Technology; 10.81 units

1,647

Utilities Growth; 241.40 units

15,957

Develop Communications; 26.33 units

1,656

Telecom; 7.55 units

670

Electronics; 23.82 units

2,117

Computers; 20.26 units

2,117

SSGA

Money Market Fund; 615,411.57 units

615,412

Strong

Corporate Bond Income; 1,845.65 units

19,361

Index 500; 169.81 units

3,068

Growth & Income; 159.38 units

4,562

T Rowe Price

Health Sciences; 953.58 units

15,191

Equity Income; 58.40 units

1,449

Mid Cap Growth; 128.24 units

5,146

New Era; 763.01 units

16,634

Science & Technology; 273.87 units

17,448

Tweedy Browne

Global Value Fund; 197.61 units

3,994

Vanguard

US Growth Portfolio; 566.33 units

24,652

Growth & Income; 117.04 units

4,340

Short-Term Treasury; 1,096.66 units

10,978

Fixed Income Inter Term Co.; 1,576.04 units

14,515

Index Trust S&P 500 Port; 1,410.42 units

190,873

Growth Index; 2,509.76 units

98,960

Warburg Pincus

Growth & Income; 32.24 units

471

JSPSN OTC; 453.41 units

12,510

Global Telecomm; 16.44 units

1,180

Growth Fund of America; 233.71 units

6,810

Homestate Year 2000 Fund; 77.17 units

2,344

* *

2,163,464

Total investments
$268,441,464

** - Cost information is not applicable for participant directed investments

EXHIBIT B

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-8003) of Caterpillar Inc. of our report dated May 26, 2000 relating to the financial statements of the Caterpillar Inc. Tax Deferred Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

-----END PRIVACY-ENHANCED MESSAGE-----

(a)	(b)	(c)	(d)	(e)
	Identity of issue, borrower, lessor or similar party	Description of investment, including maturity date, rate of interest, collateral, par or maturity value	Cost	Current value
*	Caterpillar Inc.	Common stock; 17,149,935 shares	$506,593,058	$795,328,236

*	Northern Trust	Collective Short Term Investment Fund; 29,007 units	**	29,007

*	Northern Trust	Collective Government Short-Term Investment Fund; 12,228,283 units	**	12,228,283

*	Caterpillar Inc.	401(k) Master Trust	**	1,415,230,000


	AIM Global	High Income Class B; 970.25 units		8,286
	Accessor FDS Inc.	Growth; 140.06 units		4,637
		Small to Mid-Cap; 247.79 units		6,782
	Acorn	Foreign Forty; 368.19 units		6,244
	Alliance	Premier Growth Class B; 2,009.03 units		68,407
		Technology Class A; 25.50 units		2,842
		Technology Class B; 75.58 units		7,991
	American Century	Benham Target Mat TR 2005; 223.91 units		16,175
		Benham Target Mat TR 2010; 360.10 units		19,636
		Benham Target Mat TR 2015; 240.44 units		10,233
		Benham Target Mat TR 2020; 1,394.66 units		42,467
		Benham Target Mat TR 2025 INV; 3,096.09 units		79,260
		Global Gold; 17,666.07 units		95,043
		Income & Growth; 2,278.21 units		73,381
		Global Natural Res; 1,483.68 units		18,680
		20^th Century Ultra; 1,207.56 units		49,461
		20^th Century Int'l GTH; 2,620.71 units		34,122
	American Funds	Income Fund of America; 1,263.29 units		21,021
		Investment Company of America; 2,014.76 units		67,958
	American Heritage	American Heritage Fund; 9,899.07 units		2,673
	ASAF	Janus Small-Cap Growth Class B; 1,421.26 units		28,439
	Amerindo	Technology Class D; 127.44 units		3,580
	Ameristock	Mutual Fund; 291.59 units		10,850
	Ariel	Growth Class A; 133.19 units		4,724
		Appreciation Class B; 138.35 units		4,602
	Artisan	International; 267.73 units		6,278
	BT Investment	International Equity; 173.24 units		4,790
	Babson	Value Income; 2,416.15 units		111,095
	Baron	Asset; 7,983.25 units		438,360
		Growth & Inc.; 954.82 units		28,215
		Small Cap Fund; 2,491.09 units		45,734
	Berger	Small Cap Value Retail; 1,259.71 units		26,870
		Small Company Growth Retail; 8,796.76 units		54,452
		New Generation Retail; 7,622.11 units		257,399
		Balanced Retail; 430.14 units		7,958
		Select Retail; 290.86 units		6,957
	Brandywine	Blue; 3,411.18 units		118,197
	Bridgeway	Microcap Limited; 1,628.39 units		10,829
	Clipper	Clipper Fund Incorporated; 142.78 units		10,537
	Cohen & Steers	Realty Shares Inc; 1,078.11 units		37,863
	Dodge & Cox	Balance; 370.94 units		25,473
	Dresdner	RCM Global Technology Fund; 231.41 units		10,863
		(Continued)

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Identity of party involved	Description of assets	Purchase price	Selling price	Lease rental	Expense incurred with transaction	Cost of asset	Current value of asset on transaction date	Net gain or (loss)

Caterpillar Inc.	Common stock:
	Series of 63 purchases	$116,806,804	$	$	$103,063	$116,806,804	$116,703,741	$
	One sale		6,822		7	3,655	6,829	3,167

(Mark One)

Documents Incorporated by Reference

TABLE OF CONTENTS

SOLAR TURBINES INCORPORATED SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 (Dollars in 000's)

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(Dollars in 000's)