CATERPILLAR INC
8-K, 1997-06-02
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 2, 1997


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


Delaware
(State or other jurisdiction of incorporation)


1-768  
(Commission File Number)


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


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


61629 
(Zip Code)


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


Item 5.  Other Events

Standard & Poor's has announced it has raised the senior long-term 
debt rating of Caterpillar and Caterpillar Financial Services 
Corporation to "A+" from "A."

Douglas R. Oberhelman, Caterpillar vice president and chief financial 
officer, said:  "We are very pleased to receive this rating upgrade 
from Standard and Poor's in recognition of our improved operating and
balance sheet strength. Caterpillar's strategic growth initiatives are
providing both product and geographic diversification that should 
provide greater stability through economic cycles.  Our continuing 
focus on these initiatives gives us the opportunity to live up 
to the performance expectations of our new higher rating."

In a news release Standard & Poor's said:  "The upgrades reflect the 
firm's strengthened business and financial profiles, and improved 
fundamentals for the construction equipment industry that should allow 
the company to generate acceptable earnings measures at the bottom of 
the economic cycle."

The rating agency also said Caterpillar "continues to strengthen 
its business position by increasing the breadth of product offerings,
targeting niche markets where it has lower penetration.  At the same 
time, its cost competitiveness has improved."

Standard & Poor's said the company's ratings outlook is stable.  
"A very strong competitive business position, good operational 
efficiencies and conservative financial policies should result in 
sufficient financial flexibility to maintain credit quality in the 
next cyclical downturn."

Caterpillar ranks third in five-year average annual return to 
stockholders among the 30 Dow Jones Industrial stocks.  A $100 
investment in Cat stock in 1991 was worth $367 at the end of 1996, 
while the same investment in the S&P 500 was worth $202.

Certain information in this filing is forward looking and involves 
risks and uncertainties that could significantly impact expected 
results.  A discussion of those risks and uncertainties is contained 
in Form 8-K filed with the Securities and Exchange Commission on 
April 15, 1997.





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:  June 2, 1997




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