CATERPILLAR INC
8-K, 1996-10-15
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): October 15, 1996


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
<PAGE>

Item 5.         Other Events

SAFE HARBOR STATEMENT UNDER THE SECURITIES
LITIGATION REFORM ACT OF 1995

     The information included in the "Economic and Industry Outlook" and
"Company Outlook" sections of the Company's Third Quarter 1996 Financial 
Review dated October 15, 1996 is forward looking and involves uncertainties 
that could significantly impact expected results.  These uncertainties 
include factors that affect all international businesses, as well as matters
specific to the Company and markets it serves.

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

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

     Currency fluctuations are also a significant unknown for global 
companies.  If the U.S. dollar continues to strengthen against foreign
currencies, the Company's ability to realize price increases on sales 
outside the U.S. could be negatively impacted.  Partially offsetting
this negative is the fact that weaker foreign currencies may reduce costs 
related to manufacturing Company products abroad.

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

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

<PAGE>

     The Company operates in a highly competitive environment and our 
outlook depends on a forecast of the Company's percentage of industry sales.  A
reduction in that percentage could result from unanticipated pricing or 
product strategies pursued by competitors, unanticipated product or
manufacturing difficulties,  a failure to price the product competitively, 
or an unexpected buildup in competitors' new machine or dealer owned 
rental fleets.  Competitive pressures have resulted in a decline in 
percentage of industry sales in the U.S. and Canada in the first nine months
of the year.  If those pressures continue to have an impact, sales for the 
last quarter or next year could fall below current projections.

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

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


SIGNATURES

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


CATERPILLAR INC.

By:    /s/R. Rennie Atterbury III

           R. Rennie Atterbury III
              Vice President

Date:  October 15, 1996
<PAGE>




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