CATERPILLAR INC
8-K, 1994-06-08
CONSTRUCTION MACHINERY & EQUIP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported):  June 8, 1994

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

Delaware        
(State or other jurisdiction of incorporation)

1-768         
(Commission File Number)

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

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

61629
(Zip Code)

Registrant's telephone number, including area code:
(309) 675-1000
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Item 5.		Other Events

     On June 8, 1994, the Board of Directors of Caterpillar Inc. approved an
amendment to the Company's Restated Certificate of Incorporation to
effect a two-for-one stock split in the form of a 100% stock dividend.  The
amendment will be submitted for stockholder approval at a special meeting
of stockholders to be held on August 5, 1994.  The record date for stockholders
entitled to vote at the meeting is June 20, 1994.  If the amendment is 
approved by stockholders, stockholders of record as of the close of 
business on August 9, 1994, would be entitled to receive additional shares
with respect to the split.

     On June 8, 1994, the Board of Directors of Caterpillar Inc. also approved a
quarterly cash dividend of 30 cents per share on a pre-split basis, an 
increase of 15 cents per share from the last quarterly dividend. The cash
dividend would be paid on or about August 20, 1994 to stockholders of record
on July 20, 1994.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                           CATERPILLAR INC.



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


Date:  June 8, 1994
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