CATERPILLAR INC
8-K, 1997-07-02
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):   July 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


     Duff & Phelps has announced it has raised the senior
long-term debt rating of Caterpillar Inc. to "A+" from "A."

     In its own news release, Duff & Phelps said:  "The rating
change reflects Caterpillar's success in expanding margins, the
superior market positions achieved by its diverse product line,
strong cash flow in comparison with financial obligations and
reinvestment requirements, and attractive growth prospects.  The
ability of Caterpillar to absorb cyclical downturns with minimal
adverse impact on its capital structure was also a major
consideration in the upgrade."

     Douglas R. Oberhelman, Caterpillar vice president and chief
financial officer, said:  "Duff & Phelps recognizes that this
company's success and growth potential are the result of
strategic initiatives that provide both product and geographic
diversification for our company.  We're pleased with this
recognition and fully plan to live up to the expectations that
come with this new higher rating."

     The rating agency also said:  "The company's superior brand
name, strong number-one market share across the vast majority of
its product lines, parts and servicing capabilities and new
product introductions have demonstrated Caterpillar's ability to
sustain long-term product leadership and relative price
flexibility in comparison to its competitors."

     Caterpillar ranks third in five-year average annual return
to stockholders among the 30 Dow Jones Industrial stocks.
During the second quarter, the company registered the most
significant stock price gains (33.8% increase) among the Dow
Jones 30.

     Caterpillar is the world's leading manufacturer of
construction and mining equipment, natural gas engines and
industrial gas turbines, and is a leading manufacturer of diesel
engines.  After a third successive year of record sales and
profit, Caterpillar's Board of Directors voted at its last
meeting to increase the quarterly cash dividend from 40 to 50
cents per share of common stock, and to split the outstanding
shares of company common stock on a two-for-one basis.




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:  July 2, 1997




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