CATERPILLAR INC
10-Q, 1997-04-30
CONSTRUCTION MACHINERY & EQUIP
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                                   FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1997

     OR

[ ]  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 or organization)

                                  37-0602744
                     (I.R.S. Employer Identification No.)

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

                                    61629
                                  (Zip Code)

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


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 __.

At March 31, 1997, 188,897,312 shares of common stock of the Registrant
were outstanding.

<PAGE>
SUMMARY

This summary highlights selected information from this document and may not 
contain all of the information that is important to you.  For a detailed
analysis of the company's results for the first quarter, you should read this
entire document carefully.

SUMMARY OF RESULTS

     Caterpillar reported best ever profit for a quarter of $394 million and 
best ever profit per share of $2.08 for first-quarter 1997.  Sales and 
revenues of $4.26 billion were a record for any first quarter and the second 
best quarter in company history.  Compared with first-quarter 1996, profit and 
profit per share were up 33% and 36%, respectively, while sales and revenues 
increased 11%.

     Caterpillar has posted record profit in 11 of the last 13 quarters.

     "Our financial results are strong.  Margin and operating profit rates 
continued their steady improvement.  We are investing to enhance our long-term 
growth.  Business is good.  We are well positioned with our global strategies 
to capitalize on opportunities worldwide," said Donald V. Fites, chairman and 
chief executive officer.

HIGHLIGHTS -- FIRST-QUARTER 1997 COMPARED WITH FIRST-QUARTER 1996

  *  Profit per share was up 36% to a best ever $2.08 per share.

  *  Profit of $394 million was 33% or $98 million over the previous 
     first-quarter record established in 1996.

  *  Sales and revenues of $4.26 billion, the second highest quarter
     ever, rose 11% from the previous first-quarter record established
     in 1996.

  *  Margin (sales less cost of goods sold) as a percent of sales 
     increased to 26.8% from 24.5%.

  *  Operating profit for Machinery and Engines as a percent of sales 
     increased to 13.5% from 11.4%.

  *  Physical sales volume was up 9%; price realization improved 2%.

  *  Revenues from financial subsidiaries were up 17%.

  *  Sales inside the United States rose 15%; sales outside the 
     United States were up 6%.

  *  Caterpillar's share of industry sales improved in North America.

  *  Outlook improved for 1997 based on increased machine industry 
     demand in North America.
     
  *  At the end of the first quarter, 12.6 million shares had been 
     repurchased under the previously announced share repurchase plan.  
     The number of shares outstanding on March 31, 1997, was 188.9 million.
     The company anticipates the 10% share repurchase will be largely 
     completed by year-end 1997.  After the 10% repurchase is complete, the 
     company will assess whether additional share repurchases are warranted.


<PAGE>

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                               CATERPILLAR INC.
                      Statement of Results of Operations
                                 (Unaudited)
                   (Millions of dollars except per share data)

                                                         CONSOLIDATED
                                                       (Caterpillar Inc.
                                                       and subsidiaries)
                                                       Three Months Ended
                                                       Mar. 31,  Mar. 31,
                                                         1997     1996

SALES AND REVENUES:
  Sales of Machinery & Engines ........................ $4,072    $3,682
  Revenues of Financial Products ......................    190       162
                                                        ------    ------
  Total sales and revenues ............................  4,262     3,844

OPERATING COSTS:
  Cost of goods sold ..................................  2,981     2,780
  Selling, general and administrative expenses ........    498       449
  Research and development expenses ...................    117        98
  Interest expense of Financial Products ..............     79        69
                                                        ------    ------
  Total operating costs ...............................  3,675     3,396
                                                        ------    ------

OPERATING PROFIT ......................................    587       448

 Interest expense excluding Financial Products ........     52        49
 Other income (expense) ...............................     42        35
                                                        ------    ------

CONSOLIDATED PROFIT BEFORE TAXES ......................    577       434
                                                               
 Provision for income taxes ...........................    196       143
                                                        ------    ------
 Profit of consolidated companies......................    381       291

 Equity in profit of unconsolidated affiliated
   companies (Note 4) .................................     13         5
 Equity in profit of Financial Products subsidiaries ..      -         -
                                                        ------    ------

PROFIT ................................................  $ 394     $ 296
                                                        ======    ======

PROFIT PER SHARE OF COMMON STOCK (NOTE 6):
  
  Profit .............................................. $ 2.08   $  1.53
                                                        ======    ======
Cash dividends paid per share of
  common stock ........................................ $  .40   $   .35


See accompanying notes to Consolidated Financial Statements.

<PAGE>


                               CATERPILLAR INC.
                      Statement of Results of Operations
                                 (Unaudited)
                   (Millions of dollars except per share data)

                                             SUPPLEMENTAL CONSOLIDATING DATA
                                                    MACHINERY AND ENGINES1
                                                       Three Months Ended
                                                       Mar. 31,  Mar. 31,
                                                         1997     1996

SALES AND REVENUES:
  Sales of Machinery & Engines ........................ $4,072    $3,682
  Revenues of Financial Products ......................      -         -
                                                        ------    ------
  Total sales and revenues ............................  4,072     3,682

OPERATING COSTS:
  Cost of goods sold ..................................  2,981     2,780
  Selling, general and administrative expenses ........    424       386
  Research and development expenses ...................    117        98
  Interest expense of Financial Products ..............      -         -
                                                        ------    ------
  Total operating costs ...............................  3,522     3,264
                                                        ------    ------

OPERATING PROFIT ......................................    550       418

 Interest expense excluding Financial Products ........     52        49
 Other income (expense) ...............................     36        29
                                                        ------    ------

CONSOLIDATED PROFIT BEFORE TAXES ......................    534       398
                                                               
 Provision for income taxes ...........................    181       129
                                                        ------    ------
 Profit of consolidated companies......................    353       269

 Equity in profit of unconsolidated affiliated
   companies (Note 4) .................................     13         5
 Equity in profit of Financial Products subsidiaries ..     28        22
                                                        ------    ------

PROFIT ................................................  $ 394     $ 296
                                                        ======    ======

1 Represents Caterpillar Inc. and its subsidiaries except for Financial
 Products, which is accounted for on the equity basis.

The supplemental consolidating data is presented for the purpose of
additional analysis and to provide required supplemental disclosure
of information about the Financial Products subsidiaries.

See accompanying notes to Consolidated Financial Statements.

<PAGE>


                               CATERPILLAR INC.
                      Statement of Results of Operations
                                 (Unaudited)
                   (Millions of dollars except per share data)

                                             SUPPLEMENTAL CONSOLIDATING DATA
                                                    FINANCIAL PRODUCTS
                                                      Three Months Ended
                                                       Mar. 31,  Mar. 31,
                                                         1997     1996

SALES AND REVENUES:
  Sales of Machinery & Engines ........................ $    -    $    -
  Revenues of Financial Products ......................    196       168
                                                        ------    ------
  Total sales and revenues ............................    196       168

OPERATING COSTS:
  Cost of goods sold ..................................      -         -
  Selling, general and administrative expenses ........     80        69
  Research and development expenses ...................      -         -
  Interest expense of Financial Products ..............     81        73
                                                        ------    ------
  Total operating costs ...............................    161       142
                                                        ------    ------

OPERATING PROFIT ......................................     35        26

 Interest expense excluding Financial Products ........      -         -
 Other income (expense) ...............................      8        10
                                                        ------    ------

CONSOLIDATED PROFIT BEFORE TAXES ......................     43        36
                                                                        
 Provision for income taxes ...........................     15        14
                                                        ------    ------
 Profit of consolidated companies......................     28        22

 Equity in profit of unconsolidated affiliated
   companies (Note 4) .................................      -         -
 Equity in profit of Financial Products subsidiaries ..      -         -
                                                        ------    ------

PROFIT ................................................  $  28     $  22
                                                        ======    ======

The supplemental consolidating data is presented for the purpose of
additional analysis and to provide required supplemental disclosure
of information about the Financial Products subsidiaries.

See accompanying notes to Consolidated Financial Statements.

<PAGE>


                               CATERPILLAR INC.
                      Statement of Financial Position *
                            (Dollars in millions)

                                                         CONSOLIDATED
                                                       (Caterpillar Inc.
                                                       and subsidiaries)
                                                       Mar. 31,  Dec. 31,
                                                         1997     1996
ASSETS
  Current assets:
    Cash and short-term investments .................  $   518   $   487
    Receivables -- trade and other ..................    3,057     2,956
    Receivables -- finance ..........................    2,221     2,266
    Deferred income taxes and prepaid expenses ......      805       852
    Inventories (Note 5) ............................    2,478     2,222
                                                       -------   -------
  Total current assets ..............................    9,079     8,783

  Land, buildings, machinery, and equipment -- net ..    3,765     3,767
  Long-term receivables -- trade and other ..........      135       128
  Long-term receivables -- finance ..................    3,615     3,380
  Investments in unconsolidated affiliated                              
     companies (Note 4) .............................      697       701
  Investments in Financial Products subsidiaries ....        -         -
  Deferred income taxes .............................    1,088     1,093
  Intangible assets .................................      229       233
  Other assets ......................................      684       643
                                                       -------   -------
TOTAL ASSETS ........................................  $19,292   $18,728
                                                       =======   =======

LIABILITIES
  Current liabilities:
    Short-term borrowings ...........................  $   901   $ 1,192
    Accounts payable and accrued expenses ...........    2,904     2,858
    Accrued wages, salaries, and employee benefits ..      902     1,010
    Dividends payable ...............................        -        76
    Deferred and current income taxes payable .......      293       142
    Long-term debt due within one year ..............    1,289     1,180
                                                       -------   -------
  Total current liabilities .........................    6,289     6,458

  Long-term debt due after one year .................    5,603     5,087
  Liability for postemployment benefits .............    2,981     3,019
  Deferred income taxes .............................       53        48
                                                       -------   -------
TOTAL LIABILITIES ...................................   14,926    14,612
                                                       -------   -------
STOCKHOLDERS' EQUITY
  Common stock of $1.00 par value:
    Authorized shares: 450,000,000
    Issued shares (March 31, 1997 -- 203,723,656;  
    Dec. 31, 1996 -- 203,723,656) at paid in amount .      879       881
  Profit employed in the business ...................    4,298     3,904
  Foreign currency translation adjustment ...........      140       162
  Treasury stock (March 31, 1997 -- 14,826,344 
    shares; Dec. 31, 1996 -- 13,372,546 shares)
    at cost..........................................     (951)     (831)
                                                       -------   -------
TOTAL STOCKHOLDERS' EQUITY ..........................    4,366     4,116
                                                       -------   -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........  $19,292   $18,728
                                                       =======   =======

See accompanying notes to Consolidated Financial Statements.

* Unaudited except for Consolidated December 31, 1996 amounts.

<PAGE>



                               CATERPILLAR INC.
                      Statement of Financial Position *
                            (Dollars in millions)

                                              SUPPLEMENTAL CONSOLIDATING DATA
                                                    MACHINERY AND ENGINES1
                                                       Mar. 31,  Dec. 31,
                                                         1997      1996
ASSETS
  Current assets:
    Cash and short-term investments .................  $   469   $   445
    Receivables -- trade and other ..................    3,189     2,960
    Receivables -- finance ..........................        -         -
    Deferred income taxes and prepaid expenses ......      816       876
    Inventories (Note 5) ............................    2,478     2,222
                                                       -------   -------
  Total current assets ..............................    6,952     6,503

  Land, buildings, machinery, and equipment -- net ..    3,224     3,242
  Long-term receivables -- trade and other ..........      135       128
  Long-term receivables -- finance ..................        -         -
  Investments in unconsolidated affiliated                              
     companies (Note 4) .............................      697       701
  Investments in Financial Products subsidiaries ....      777       759
  Deferred income taxes .............................    1,126     1,132
  Intangible assets .................................      229       233
  Other assets ......................................      366       368
                                                       -------   -------
TOTAL ASSETS ........................................  $13,506   $13,066
                                                       =======   =======
LIABILITIES
  Current liabilities:
    Short-term borrowings ...........................  $    43   $    36
    Accounts payable and accrued expenses ...........    2,533     2,556
    Accrued wages, salaries, and employee benefits ..      897     1,005
    Dividends payable ...............................        -        76
    Deferred and current income taxes payable .......      209        70
    Long-term debt due within one year ..............      167       122
                                                      -------    -------
  Total current liabilities .........................    3,849     3,865
                                                                        
  Long-term debt due after one year .................    2,257     2,018
  Liability for postemployment benefits .............    2,981     3,019
  Deferred income taxes .............................       53        48
                                                       -------   -------
TOTAL LIABILITIES ...................................    9,140     8,950
                                                       -------   -------
STOCKHOLDERS' EQUITY
  Common stock of $1.00 par value:
    Authorized shares: 450,000,000
    Issued shares (March 31, 1997 -- 203,723,656;
    Dec. 31, 1996 -- 203,723,656) at paid in amount .      879       881
  Profit employed in the business ...................    4,298     3,904
  Foreign currency translation adjustment ...........      140       162
  Treasury stock (March 31, 1997 -- 14,826,344 
    shares; Dec. 31, 1996 -- 13,372,546 shares)
    at cost..........................................     (951)     (831)
                                                       -------   -------
TOTAL STOCKHOLDERS' EQUITY ..........................    4,366     4,116
                                                       -------   -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........  $13,506   $13,066
                                                       =======   =======

1 Represents Caterpillar Inc. and its subsidiaries except for Financial
 Products, which is accounted for on the equity basis.

The supplemental consolidating data is presented for the purpose of
additional analysis and to provide required supplemental disclosure
of information about the Financial Products subsidiaries.

See accompanying notes to Consolidated Financial Statements.

* Unaudited except for Consolidated December 31, 1996 amounts.

<PAGE>


                               CATERPILLAR INC.
                      Statement of Financial Position *
                            (Dollars in millions)

                                              SUPPLEMENTAL CONSOLIDATING DATA
                                                       FINANCIAL PRODUCTS
                                                       Mar. 31,  Dec. 31,
                                                         1997      1996
ASSETS
  Current assets:
    Cash and short-term investments ................. $    49    $    42
    Receivables -- trade and other ..................     185        175
    Receivables -- finance ..........................   2,221      2,266
    Deferred income taxes and prepaid expenses ......      15         15
    Inventories (Note 5) ............................       -          -
                                                      -------    -------
  Total current assets ..............................   2,470      2,498

  Land, buildings, machinery, and equipment -- net ..     541        525
  Long-term receivables -- trade and other ..........       -          -
  Long-term receivables -- finance ..................   3,615      3,380
  Investments in unconsolidated affiliated                              
     companies (Note 4) .............................       -          -
  Investments in Financial Products subsidiaries ....       -          -
  Deferred income taxes .............................       3          3
  Intangible assets .................................       -          -
  Other assets ......................................     318        275
                                                      -------    -------
TOTAL ASSETS ........................................ $ 6,947    $ 6,681
                                                      =======    =======
LIABILITIES
  Current liabilities:
    Short-term borrowings ........................... $   858    $ 1,156
    Accounts payable and accrued expenses ...........     715        520
    Accrued wages, salaries, and employee benefits ..       5          5
    Dividends payable ...............................       -          -
    Deferred and current income taxes payable .......      84         72
    Long-term debt due within one year ..............   1,122      1,058
                                                      -------    -------
  Total current liabilities .........................   2,784      2,811

  Long-term debt due after one year .................   3,346      3,069
  Liability for postemployment benefits .............       -          -
  Deferred income taxes .............................      40         42
                                                      -------    -------
TOTAL LIABILITIES ...................................   6,170      5,922
                                                      -------    -------
STOCKHOLDERS' EQUITY
  Common stock of $1.00 par value:
    Authorized shares: 450,000,000
    Issued shares (March 31, 1997 -- 203,723,656 
    Dec. 31, 1996 -- 203,723,656) at paid in amount .     353        353
  Profit employed in the business ...................     432        404
  Foreign currency translation adjustment ...........      (8)         2
  Treasury stock (March 31, 1997 -- 14,826,344 
    shares; Dec. 31, 1996 -- 13,372,546 shares)
    at cost..........................................       -          -
                                                      -------    -------
TOTAL STOCKHOLDERS' EQUITY ..........................     777        759
                                                      -------    -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......... $ 6,947    $ 6,681
                                                      =======    =======

The supplemental consolidating data is presented for the purpose of
additional analysis and to provide required supplemental disclosure
of information about the Financial Products subsidiaries.

See accompanying notes to Consolidated Financial Statements.

* Unaudited except for Consolidated December 31, 1996 amounts.

<PAGE>


                               CATERPILLAR INC.
                  Statement of Cash Flow for Three Months Ended
                                 (Unaudited)
                            (Millions of dollars)

                                                         CONSOLIDATED
                                                       (Caterpillar Inc.
                                                       and subsidiaries)
                                                       Mar. 31,  Mar. 31,
                                                         1997      1996
CASH FLOW FROM OPERATING ACTIVITIES:
  Profit ............................................ $   394    $   296
  Adjustments for noncash items:
    Depreciation and amortization ...................     189        174
    Profit of Financial Products ....................       -          -
    Other ...........................................      20         23

  Changes in assets and liabilities:
    Receivables -- trade and other ..................    (123)      (248)
    Inventories .....................................    (250)      (161)
    Accounts payable and accrued expenses ...........      78        112
    Other -- net ....................................      32         68
                                                      -------    -------
Net cash provided by operating activities ...........     340        264
                                                      -------    -------

CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures -- excluding equipment
    leased to others ................................     (81)       (35)
  Expenditures for equipment leased to others .......     (72)       (46)
  Proceeds from disposals of land, buildings,
    machinery, and equipment ........................      35         19
  Additions to finance receivables ..................  (1,302)      (966)
  Collections of finance receivables ................     679        528
  Proceeds from the sale of finance receivables......     326        309
  Net short-term loans to Financial Products.........       -          -
  Investments and acquisitions.......................     (13)       (76)
  Other -- net ......................................     (72)       (82)
                                                      -------    -------
Net cash used for investing activities ..............    (500)      (349)
                                                      -------    -------

CASH FLOW FROM FINANCING ACTIVITIES:
  Dividends paid ....................................     (76)       (68)
  Common stock issued, including treasury
    shares reissued .................................       3          4
  Treasury shares purchased .........................    (133)       (31)
  Net short-term loans from Machinery and Engines ...       -          -
  Proceeds from long-term debt issued ...............     768         15
  Payments on long-term debt ........................    (222)      (123)
  Short-term borrowings -- net ......................    (127)       264
                                                      -------    -------
Net cash provided by financing activities ...........     213         61
                                                      -------    -------
Effect of exchange rate changes on cash .............     (22)        (9)
                                                      -------    -------
Increase (decrease) in cash and
  short-term investments ............................      31        (33)

Cash and short-term investments at the
  beginning of the period ...........................     487        638
                                                      -------    -------
Cash and short-term investments at the
  end of the period ................................. $   518    $   605
                                                      =======    =======

All short-term investments, which consist primarily of highly liquid
investments with original maturities of three months or less, are considered
to be cash equivalents.

See accompanying notes to Consolidated Financial Statements.

<PAGE>


                               CATERPILLAR INC.
                  Statement of Cash Flow for Three Months Ended
                                 (Unaudited)
                            (Millions of dollars)

                                              SUPPLEMENTAL CONSOLIDATING DATA
                                                   MACHINERY AND ENGINES1
                                                       Mar. 31,  Mar. 31,
                                                         1997      1996
CASH FLOW FROM OPERATING ACTIVITIES:
  Profit ............................................ $   394    $   296
  Adjustments for noncash items:
    Depreciation and amortization ...................     157        146
    Profit of Financial Products ....................     (28)       (22)
    Other ...........................................       8          5

  Changes in assets and liabilities:
    Receivables -- trade and other ..................     (99)      (240)
    Inventories .....................................    (250)      (161)
    Accounts payable and accrued expenses ...........      13         27
    Other -- net ....................................      33         93
                                                      -------    -------
Net cash provided by operating activities ...........     228        144
                                                      -------    -------

CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures -- excluding equipment
    leased to others ................................     (80)       (34)
  Expenditures for equipment leased to others .......       -          -
  Proceeds from disposals of land, buildings,
    machinery, and equipment ........................       -          3
  Additions to finance receivables ..................       -          -
  Collections of finance receivables ................       -          -
  Proceeds from sale of finance receivables..........       -          -
  Net short-term loans to Financial Products.........    (158)        91
  Investments and acquisitions.......................     (13)       (76)
  Other -- net ......................................     (29)       (41)
                                                      -------    -------
Net cash used for investing activities ..............    (280)       (57)
                                                      -------    -------

CASH FLOW FROM FINANCING ACTIVITIES:                                     
  Dividends paid ....................................     (76)       (68)
  Common stock issued, including treasury
    shares reissued .................................       3          4
  Treasury shares purchased .........................    (133)       (31)
  Net short-term loans from Machinery and Engines....       -          -
  Proceeds from long-term debt issued ...............     300         14
  Payments on long-term debt ........................      (5)        (8)
  Short-term borrowings -- net ......................       7        (13)
                                                      -------    -------
Net cash provided by (used for) financing
  activities ........................................      96       (102)
                                                      -------    -------
Effect of exchange rate changes on cash .............     (20)        (9)
                                                      -------    -------
Increase (decrease) in cash and
  short-term investments ............................      24        (24)

Cash and short-term investments at the
  beginning of the period ...........................     445        580
                                                      -------    -------
Cash and short-term investments at the
  end of the period ................................. $   469    $   556
                                                      =======    =======

1 Represents Caterpillar Inc. and its subsidiaries except for Financial 
 Products, which is accounted for on the equity basis.

The supplemental consolidating data is presented for the purpose of
additional analysis and to provide supplemental disclosure of
information about the Financial Products subsidiaries.

See accompanying notes to Consolidated Financial Statements.

<PAGE>


                               CATERPILLAR INC.
                  Statement of Cash Flow for Three Months Ended
                                 (Unaudited)
                            (Millions of dollars)
                                              SUPPLEMENTAL CONSOLIDATING DATA
                                                      FINANCIAL PRODUCTS
                                                       Mar. 31,  Mar. 31,
                                                         1997      1996
CASH FLOW FROM OPERATING ACTIVITIES:
  Profit ............................................ $    28    $    22
  Adjustments for noncash items:
    Depreciation and amortization ...................      32         28
    Profit of Financial Products ....................       -          -
    Other ...........................................      12         18

  Changes in assets and liabilities:
    Receivables -- trade and other ..................      (4)         1
    Inventories .....................................       -          -
    Accounts payable and accrued expenses ...........      33         56
    Other -- net ....................................      11         (5)
                                                      -------    -------
Net cash provided by operating activities ...........     112        120
                                                      -------    -------

CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures -- excluding equipment
    leased to others ................................      (1)        (1)
  Expenditures for equipment leased to others .......     (72)       (46)
  Proceeds from disposals of land, buildings,
    machinery, and equipment ........................      35         16
  Additions to finance receivables ..................  (1,302)      (966)
  Collections of finance receivables ................     679        528
  Proceeds from the sale of finance receivables......     326        309
  Net short-term loans to Financial Products.........       -          -
  Investments and acquisitions.......................       -          -
  Other -- net ......................................     (43)       (41)
                                                      -------    -------
Net cash used for investing activities ..............    (378)      (201)
                                                      -------    -------

CASH FLOW FROM FINANCING ACTIVITIES:
  Dividends paid ....................................       -          -
  Common stock issued, including treasury
    shares reissued .................................       -          -
  Treasury shares purchased .........................       -          -
  Net short-term loans from Machinery and Engines....     158        (91)
  Proceeds from long-term debt issued ...............     468          1
  Payments on long-term debt ........................    (217)      (116)
  Short-term borrowings -- net ......................    (134)       277
                                                      -------    -------
Net cash provided by financing activities ...........     275         71
                                                      -------    -------
Effect of exchange rate changes on cash .............      (2)         1
                                                      -------    -------
Increase (decrease) in cash and
  short-term investments ............................       7         (9)

Cash and short-term investments at the
  beginning of the period ...........................      42         58
                                                      -------    -------
Cash and short-term investments at the
  end of the period ................................. $    49    $    49
                                                      =======    =======

The supplemental consolidating data is presented for the purpose of
additional analysis and to provide supplemental disclosure of
information about the Financial Products subsidiaries.

See accompanying notes to Consolidated Financial Statements.

<PAGE>


                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (Dollars in millions except per share data)

1.   In the opinion of management, all adjustments, consisting only of normal
     recurring adjustments necessary for a fair presentation of (a) the
     consolidated results of operations for the three-month periods
     ended March 31, 1997 and 1996, (b) the consolidated financial
     position at March 31, 1997 and December 31, 1996, and (c) the
     consolidated statement of cash flow for the three-month periods ended
     March 31, 1997 and 1996 have been made.  Certain amounts for prior
     periods have been reclassified to conform with the current period
     financial statement presentation.

2.   The results for the three-month period ended March 31, 1997 are not
     necessarily indicative of the results for the entire year 1997.

3.   The company has reviewed the status of its environmental and legal
     contingencies and believes there are no material changes from that
     disclosed in Form 10-K for the year ended December 31, 1996.

4.   Unconsolidated Affiliated Companies

     The company's investments in unconsolidated affiliated companies consist
     principally of a 50% interest in Shin Caterpillar Mitsubishi Ltd., Japan
     of $392.  The other 50% owner of this company is Mitsubishi Heavy
     Industries, Ltd., Japan.

     Combined financial information of the unconsolidated affiliated
     companies, as translated to U.S. dollars, was as follows:

                                    Three Months Ended    
     RESULTS OF OPERATION          Dec. 31,   Dec. 31,  
          (Unaudited)                1996       1995      
     
       Sales .....................  $  996     $  908     
                                    ======     ======     

       Profit ....................  $   28     $   11     
                                    ======     ======     


                                                          Dec. 31,  Sept. 30,
                                                             1996      1996  
     FINANCIAL POSITION                                  (Unaudited)         
         Assets:                                                            
         Current assets .................................   $2,168    $1,995
         Land, buildings, machinery and equipment - net..      703       733
         Other assets ...................................      379       395
                                                            ------    ------
                                                             3,250     3,123
                                                            ------    ------
       Liabilities:
         Current liabilities ............................    1,751     1,683
         Long-term debt due after one year ..............      195       133
         Other liabilities ..............................      137       145
                                                            ------    ------
                                                             2,083     1,961
                                                            ------    ------
       Ownership ........................................   $1,167    $1,162
                                                            ======    ======

<PAGE>


5.   Inventories (principally "last- in, first-out" method) comprised the
     following
     
                                                           Mar. 31,   Dec. 31,
                                                            1997       1996
                                                         (unaudited)

       Raw materials and work-in-process ................   $1,019    $  909
       Finished goods ...................................    1,246     1,103
       Supplies .........................................      213       210
                                                            ------    ------
                                                            $2,478    $2,222
                                                            ======    ======

6.   Following is a computation of profit per share:

                                        Three Months Ended  
                                        Mar. 31,  Mar. 31,  
                                          1997      1996   
                                            (Unaudited)

  I. Net profit for period:

      Profit - consolidated (A) ..       $  394   $  296    
                                         ======   ======    
 II. Determination of shares (millions):

      Weighted average number of
       common shares outstanding (B) ..   189.6    193.9    

      Shares issuable on exercise of
       stock options, net of shares
       assumed to be purchased out
       of proceeds at market price ....     2.4      2.1    
                                         ------   ------    
      Average common shares
       outstanding for fully diluted
       computation (C) ................   192.0    196.0    
                                         ======   ======    

III. Profit per share of common 
      stock:

      Assuming no dilution (A/B) ......   $2.08    $1.53   

      Assuming full dilution (A/C) ....   $2.05    $1.51   

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         AND LIQUIDITY AND CAPITAL RESOURCES

A.   Consolidated Results of Operations

THREE MONTHS ENDED MARCH 31, 1997 VS. THREE MONTHS ENDED MARCH 31, 1996

     First-quarter profit and profit per share were up 33% and 36%,
respectively, while sales and revenues increased 11%.  Profit of $394 million
or $2.08 per share was $98 million higher than first-quarter 1996 profit of
$296 million or $1.53 per share.  A 9% increase in physical sales volume was
the most significant factor contributing to the increased profit.  

Machinery and Engines
     Profit before tax of $534 million was up 34% or $136 million from last
year's first quarter.  Sales of Machinery and Engines of $4.07 billion were 
up 11%.  The higher sales resulted from a 9% increase in physical sales 
volume and a 2% improvement in price realization.  
     The increase in physical sales volume resulted from higher machine and
engine sales both inside and outside the United States.  Price realization
improved because of price increases taken over the past year, a favorable
change in geographic sales mix, and lower sales discounts, partially offset 
by the negative effect of the stronger dollar.
     Margin (sales less cost of goods sold) of $1.09 billion increased $189
million from the first quarter a year ago.  Margin as a percent of sales was
26.8%, up from 24.5%, primarily because of price increases taken over the 
past year, the favorable impact of higher physical sales volume, a favorable
change in geographic sales mix, lower sales discounts, and the net effect of
the stronger dollar.  (The favorable effect of the stronger dollar on costs
incurred in Japanese yen and European currencies was substantially offset by
the negative impact on price realization.)  Partially offsetting these
favorable items were increased fixed manufacturing costs in support of major
growth initiatives.  These include electric power generation, agricultural
products, mining systems, and compact machines.  
     Selling, general and administrative expenses were $424 million, 
compared with $386 million during the first-quarter 1996.  The $38 million
increase primarily reflects increased spending levels in support of major
growth initiatives, the effect of inflation on costs, higher incentive pay
expense, and volume-related parts distribution expenses.  Partially 
offsetting these unfavorable items was the favorable effect of the dollar on
costs incurred in European currencies. 
     Research and development expenses of $117 million were up $19 million
from the first quarter a year ago.  The increase primarily reflects higher
spending in support of product line expansion. 
     Operating profit was $550 million, up $132 million from the first
quarter a year ago.  Operating profit, as a percent of sales, was 13.5%
compared with 11.4% a year ago.
     Interest expense was $3 million higher than the first quarter a year
ago.
     Other income/expense was income of $36 million compared with income of
$29 million last year.  The change reflects several favorable items recorded
during the quarter. 

<PAGE>

Financial Products
     Before-tax profit for Financial Products was $43 million, an 
improvement of $7 million from last year's first quarter.  The increase
resulted primarily from continued growth in the portfolio of earning assets 
at Caterpillar Financial Services Corporation (Cat Financial), partially
offset by the absence of $7 million in gains recognized on the sale of
securities at Caterpillar Insurance Company Limited (Cat Insurance) in the
first quarter of 1996.
     Record first-quarter revenues of $196 million were up $28 million
compared with first-quarter 1996, primarily the result of Cat Financial's
larger portfolio.  Selling, general and administrative expenses were up $11
million, primarily due to an increase in depreciation on leased equipment and
other increases due to portfolio growth.  Interest expense was $8 million
higher due to increased borrowings to support the larger Cat Financial
portfolio, partially offset by lower borrowing rates.  

Income Taxes
     The provision for income taxes was $196 million compared with $143
million for the first quarter last year.  The increase was due to the higher
before-tax profit and the use of a higher effective tax rate.  The effective
tax rate was 34% compared with 33% for the first quarter of 1996. 

Unconsolidated Affiliated Companies
     The company's share of unconsolidated affiliated companies' results was
$13 million, up $8 million from a year ago.  Increased profit from Shin
Caterpillar Mitsubishi Ltd., along with profits from recent investments in
unconsolidated affiliates, largely F.G. Wilson, L.L.C., were the reasons for
the increase. 

THREE MONTHS ENDED MARCH 31, 1997 VS THREE MONTHS ENDED DECEMBER 31, 1996

     First-quarter profit and profit per share were up 3% and 5%, 
respectively, while sales and revenues decreased 5%.  Profit of $394 million
or $2.08 per share was $13 million higher than fourth-quarter profit of $381
million or $1.99 per share.

Machinery and Engines
     Profit before tax for Machinery and Engines was $534 million, a $49
million increase from the previous quarter.  Sales of $4.07 billion decreased
$203 million because of 7% lower physical sales volume, partially offset by a
2% improvement in price realization.  The decrease in physical sales volume
was primarily the result of lower engine and machine sales outside the United
States and lower engine sales inside the United States.  Partially offsetting
these lower sales were higher machine sales inside the United States.  Price
realization improved because of lower sales discounts, price increases taken
during the first quarter, and a favorable change in geographic sales mix.
These favorable items were partially offset by the negative effect of the
stronger dollar.        

<PAGE>

     Margin was $13 million lower than the fourth quarter, primarily the
result of the lower physical sales volume.  As a percent of sales, the margin
rate improved to 26.8% from 25.8% last quarter.  The higher margin rate is
primarily the result of lower sales discounts and the favorable impact of an
increase in inventory in the first quarter compared with a decrease in
inventory in the fourth quarter.  When inventory increases, certain fixed
costs incurred in the current period are inventoried.  These inventoried 
fixed costs are then charged to cost of goods sold in later periods when
inventory decreases.
     Also contributing to the improved margin rate were price increases taken
during the first quarter, a favorable change in geographic sales mix, and the
net effect of the stronger dollar.  (The favorable effect of the stronger
dollar on costs incurred in Japanese yen and European currencies was mostly
offset by the negative effect on price realization.)  Partially offsetting 
the impact of these favorable items on the margin rate was the unfavorable
impact of lower physical sales volume, increased fixed manufacturing costs in
support of major growth initiatives, and a less favorable mix of product 
sold.
     Selling, general and administrative expenses were $424 million, down $73
million from the fourth quarter.  The decrease was somewhat typical, as the
fourth quarter is generally a higher cost quarter for these types of 
expenses.  As such, the decrease is primarily reflective of the timing of
expenses and is not indicative of a significant decrease in expenses for the
year.  Also contributing to the decreased level of expense during the first
quarter was volume-related parts distribution expenses, lower incentive pay
expense and the favorable effect of the dollar on costs as costs incurred in
European currencies translated into fewer U.S. dollars.  
     Research and development expenses of $117 million were up $6 million
from the fourth quarter.  The increase primarily reflects higher spending in
support of product line expansion.  
     Operating profit of $550 million increased $54 million.  As a percent of
sales, operating profit was 13.5%, up from 11.6% in the fourth quarter.
     Interest expense of $52 million was $4 million higher than the fourth
quarter.
     Other income/expense was income of $36 million, about the same as the
fourth quarter. 

Financial Products
     Financial Products' before-tax profit was $43 million, an increase of 
$8 million from fourth-quarter 1996.   Revenues were about the same.  
Selling, general and administrative expenses were down $11 million, mostly 
due to a lower provision for credit losses at Cat Financial.  Other
income/expense was income of $8 million, down $6 million from the 
fourth-quarter, primarily due to lower investment income from Cat Insurance's
investment portfolio. 

Income Taxes
     Income tax expense of $196 million increased $45 million from the
previous quarter.  The increase reflects the use of a higher effective tax
rate during the first quarter and the higher profit before tax.  The 
effective tax rate was 34% compared with 29% for the fourth quarter of 1996. 

Unconsolidated Affiliated Companies
     The company's share of unconsolidated affiliated companies' results was
$13 million, about the same as the previous quarter.  

<PAGE>

SALES
     Following are summaries of first-quarter company sales and dealer
deliveries compared with the same quarter in 1996.

Company Sales Inside the United States
     Company sales inside the United States were $2.17 billion, a $289 
million or 15% increase from the same quarter a year ago.  Both machine and
engine sales were higher.  The increase was due primarily to volume although
price realization also improved.
     Sales inside the United States during the first quarter were 53% of 
total sales, an increase from 51% a year ago.

U.S. Dealer Machine Sales to End-Users
     U.S. dealer machine sales to end-users increased in response to stronger
industry demand and an increased share of industry sales.
     Sales to end-users (including rental purchase options) were higher in
all construction sectors.
     -  Housing-related sales were up reflecting continued strong activity in
        the residential housing market.
     -  Sales to the highway sector were higher although highway-related
        construction spending remained near last year's levels.
     -  Commercial, industrial and government building-related sales were
        above year-earlier levels in response to the higher levels of
        construction spending in these areas.
     -  Sales to other construction sectors, particularly dams, ports and
        harbors were also greater than last year.
     Sales into commodity applications also increased with gains registered 
in all sectors but metal mining.
     -  Sand and quarry mining-related sales were higher reflecting greater
        production.
     -  Sales to the coal mining sector were also higher.  Production was up
        while prices remained near last year's levels.
     -  Agricultural-related sales rose reflecting a healthy farm economy.
     -  Sales to the metal mining sector were lower.  Production was up but
        metals prices remained below year-earlier levels.
     -  Forestry sector sales were above year-earlier levels.
     Sales to industrial users were higher while sales to landfills were
lower.

Deliveries to U.S. Dealer Rental Fleets
     Deliveries to U.S. dealer rental fleets were up from first-quarter 1996.
U.S. dealer dedicated rental units were below 1996 year-end levels, but
greater than a year ago.

U.S. Dealer New Machine Inventories
     U.S. dealer new machine inventories were up from the end of the fourth
quarter and from first quarter last year.  This higher inventory level,
however, is about normal relative to the current higher selling rates.

Company Engine Sales Inside the United States
     Company engine sales inside the United States were above year-earlier
levels due primarily to increased demand in power generation and industrial
applications. Truck engine sales to Original Equipment Manufacturers (OEMs)
were unchanged.
     Sales of turbine engines also were higher with increases in both oil and
gas applications as well as power generation.

Company Sales Outside the United States
     Company sales outside the United States were $1.90 billion, a $101
million or 6% increase over first-quarter 1996.  Company sales of both
machines and engines were higher with the improvement coming from an increase
in volume.
     Sales outside the United States represented 47% of worldwide sales
compared with 49% for the first quarter of last year.

Dealer Machine Sales to End-Users Outside the United States
     Dealer machine sales to end-users outside the United States were higher
than year earlier with gains in Asia/Pacific, Canada, and Africa/Middle East
more than offsetting declines elsewhere.
     -  Europe:  Sales for the region were lower with declines in nearly all
        Western European  countries including the United Kingdom, Germany and
        France.  Sales were higher in Central Europe.
     -  Asia (excluding Japan):  Sales were up as good economic growth and
        strong infrastructure spending continues.  Sales rose in all major
        countries except China.
     -  Africa/Middle East:  Demand continues to run above year-earlier 
        levels in response to good commodity prices and moderate economic
        growth.  Sales were lower in South Africa, but higher in Turkey.
     -  Latin America:  Sales declined despite improved economic activity in
        the region as higher demand in Mexico failed to offset lower demand 
        in other major countries.
     -  Canada:  Sales to users rose primarily due to higher industry demand.
        Results were mixed by application with gains in sand and quarry
        mining, coal mining and petroleum.
     -  Australia:  Sales were lower due primarily to a decrease in coal and
        gold mining-related sales.
     -  Japan:  Sales of imported product were up as customers purchased
        machines in advance of the April 1 sales tax increase.
     -  Commonwealth of Independent States (CIS):  Sales declined as the
        Russian economy remained weak.

Dealer New Machine Inventories Outside the United States
     Dealer new machine inventories outside the United States were up from 
the end of the fourth quarter but down from year-earlier levels.  At the end
of the first quarter, dealer inventories were about normal relative to 
current selling rates.

<PAGE>

Company Engine Sales Outside the United States
     Company engine sales outside the United States were above year-ago 
levels primarily due to higher truck engine sales to OEMs. 
     Sales of turbine engines also were higher with gains in power generation
more than offsetting declines in oil and gas applications. 

PLANT CLOSING AND CONSOLIDATION COSTS
     At March 31, 1997 the reserve for plant closing and consolidation costs
was $259 million.  Of this balance, $164 million is related to costs 
associated with the closure of the Component Products Division's Precision 
Barstock Products (PBP) operation located in York, Pennsylvania. 
     The probable closing of the York PBP manufacturing operation was
announced in December 1991.  In March 1996, it was announced that the 
facility would be closed.  The company is currently in the process of 
closing the unit.
     Also in the reserve for plant closing and consolidation costs at
March 31, 1997, was $69 million for write-downs of buildings, machinery and
equipment at previously closed facilities.  The remainder of the reserve
related to severance benefits provided to former employees at previously
closed facilities.  The reserve for such benefits is reduced as the benefits 
are provided. Currently, benefits are expected to be provided through 2003.


EMPLOYMENT
     At the end of the first quarter, Caterpillar's worldwide employment was
57,412, compared with 54,955 one year ago.  Hourly employment increased 1,068
to 33,202; salaried and management employment increased 1,389 to 24,210.  The
increased employment is the result of acquisitions, expanded operations, and
major growth initiatives.


1997 ECONOMIC AND INDUSTRY OUTLOOK
     The economic and industry outlook has improved somewhat from that issued
in January because the U.S. and Canada are now expected to have better
economic growth and higher machine industry demand than originally
anticipated.  Consequently, world economic growth (excluding the CIS) and
machine industry demand should be slightly better than last year.  Worldwide
industry demand for engines is forecast to remain near 1996 levels as lower
demand for truck engines is offset by higher demand for other commercial
engines.  Demand for turbines is still expected to meet or exceed last year's
levels.
     The U.S. economy entered 1997 with surprising momentum which is forecast
to boost first-half growth.  U.S. Gross Domestic Product (GDP) is now 
expected to grow 3% in 1997 which is an acceleration from the 2.4% growth
registered in 1996 and a significant improvement over the 2% anticipated
earlier.  Faster overall economic growth will translate into higher than
expected housing starts and a greater acceleration in nonresidential
construction spending.  In response to better growth, the Federal Reserve is
likely to raise interest rates further before year end to preempt any 
increase in inflation.  As a result of better economic activity, industry
demand for machines is now expected to rise slightly instead of declining,
although further Federal Reserve tightening does pose a risk for second-half
sales.

<PAGE>

     In contrast to North America, Europe has yet to establish any momentum.
The economy is still forecast to pick up some due to low interest rates and
favorable currencies, but the risk is increasing that this growth may not
occur soon enough to offset the impact of tight fiscal policies in the
construction industry.  In this case, demand could fall below 1996 levels.
Very tight fiscal policies also will depress economic growth in Japan making
any improvement in industry demand unlikely.  Excellent growth will continue
in developing Asia leading to higher industry demand, while faster growth in
Latin America should lead to increased demand.  In other areas, moderate
economic growth should continue in Australia and Africa/Middle East with
industry demand just below 1996 levels.  In the CIS, the Russian economy is
likely to be weaker than expected with little or no growth now forecast for
the year.
     Global currency markets have moved significantly in recent months and
the U.S. dollar continued to strengthen during the first quarter of 1997.  A
strong dollar over the long term has an unfavorable impact on Caterpillar and
other U.S. exporters.  An overvalued dollar undermines the competitive
position of companies that have developed a strong manufacturing base to serve
global markets from the United States.  As a major net exporter from the
United States, an overvalued dollar, would over time have an unfavorable
impact on Caterpillar's global competitive position.  However, Caterpillar's
ability to weather a period of dollar overvaluation has improved in recent
years.  We now have cost competitive manufacturing operations for models
produced and sold in both Europe and Japan.  Further, key
foreign-headquartered competitors in our industry have geographically
diversified their manufacturing operations.  


COMPANY OUTLOOK
     The updated company outlook for 1997 consolidated sales and revenues
(including previously reported acquisitions) calls for sales to be moderately
higher than 1996 levels.
     It is anticipated that profit for 1997 will be higher than 1996,
basically consistent with the higher sales.  The previously announced higher
levels of investment (both capital and expense) to enhance the long-term
growth of the company will take place as planned in 1997.  Profit per share
for 1997 is now expected to be moderately higher than 1996, reflecting the
benefit of the share repurchase program.  
     The forecast for 1997 could be affected by greater than anticipated
Federal Reserve tightening and lingering weakness in European demand.
Further, if the dollar remains overvalued versus the yen, price erosion will
likely occur.

     The information included in the Outlook section is forward looking and
involves risks and uncertainties that could significantly impact expected
results.  A discussion of these risks and uncertainties is contained in Form
8-K filed with the Securities & Exchange Commission on April 15, 1997.


B.  Liquidity & Capital Resources
     Consolidated operating cash flow totaled $340 million in the first
quarter of 1997, compared with $264 million in the first quarter of 1996.
     Total debt at the end of the quarter was $7.79 billion, an increase of
$334 million from year-end 1996.  Over this period, debt related to 
Machinery & Engines increased $291 million, to $2.47  billion, while debt
related to Financial Products increased $43 million to $5.33 billion.
     During 1995, the company announced a plan to repurchase up to 10% of its
outstanding common stock over the next three to five years.  At March 31,
1997, 12.6 million shares had been purchased under the plan.

<PAGE>

Machinery and Engines
     Operating cash flow totaled $228 million in the first quarter of 1997,
compared with $144 million in the first quarter of 1996.  The increase in
operating cash flow primarily results from the $98 million increase in 
profits over the same period a year ago.
     Capital expenditures, excluding equipment leased to others, totaled $80
million in the first quarter compared with $34 million a year ago. During the
first quarter, debt related to M&E increased primarily from the issuance of
$300 million of 100 year debentures.  This new debt increased the percent of
debt to debt plus stockholders equity from 35% at December 31, 1996, to 36% 
at March 31, 1997.

Financial Products
     Operating cash flow totaled $112 million in the first quarter of 1997,
compared with $120 million in the first quarter of 1996.  Cash used to
purchase equipment leased to others totaled $72 million in the first quarter
of 1997.  In addition, first-quarter 1997 net cash used for finance
receivables was $297 million, compared with $129 million during the first
quarter of 1996.
     Financial Products' debt was $5.33 billion at March 31, 1997, an 
increase of $43 million from December 31, 1996 and was primarily comprised of
$2.8 billion of medium term notes, $224 million of notes payable to banks and
$2.2 billion of commercial paper.  At the end of the first quarter, finance
receivables past due over 30 days were 2.7%, compared with 2.2% at the end of
the same period one year ago.  The ratio of debt to equity of Cat Financial
was 7.9:1 at March 31, 1997, compared with 7.8:1 at December 31, 1996. 
     Financial Products had outstanding credit lines totaling $3.76 billion 
at March 31, 1997, which included $1.84 billion of the company's revolving
credit agreement.  These credit lines are with a number of banks and are
considered support for the company's outstanding commercial paper, commercial
paper guarantees, the discounting of bank and trade bills, and bank
borrowings. 

100-Year Bonds
     As part of the company's long-term plans, $300 million of 100-year bonds
were issued during the quarter.  The bonds are due March 1, 2097 and have a
50-year call feature.  They were priced to yield 7.449% with a coupon of
7.375%.  These bonds allow the company to take advantage of very favorable
long-term rates and increase resources available for a number of purposes,
including expanded product offerings, new growth initiatives, and new 
business opportunities that fit into our long-term growth strategies.  The
bonds were very well received in the market, reflecting confidence in
Caterpillar's longer-term growth and profitability strategies.

Reclassification
     During first quarter 1997, management reclassified $646 million of short-
term borrowings to long-term debt due after one year.  This reclassification 
reflects a change in management's intent to finance for periods greater than a 
year certain portions of debt under revolving credit agreements.  For purposes 
of improving comparability, $555 million and $406 million were reclassified at 
December 31, 1996 and March 31, 1996, respectively, from short-term borrowings 
to long-term debt due after one year.  This change impacted the Consolidated 
and Financial Products' portion of the Financial Position, but had no impact 
on the Machinery and Engines' portion.  Furthermore, this change had no impact 
on the Results of Operations.  All comparisons to first quarter 1996 and 
fourth quarter 1996 are with the reclassified amounts.   

<PAGE>


PART II.  OTHER INFORMATION

Item 2.  Changes in Securities

     The Company has eight employee stock purchase plans administered 
outside the United States for our foreign employees.  Those plans have 
approximately 1,684 participants in the aggregate.  During the First 
Quarter of 1997, a total of 43,045 shares of Caterpillar common stock 
or foreign denominated equivalents were distributed under the plans.


Item 4.  Submission of Matters to a Vote of Security Holders

     The Annual Meeting of Stockholders of Caterpillar Inc. was held on 
April 9, 1997, for the purpose of electing a board of directors, 
approving the appointment of auditors, and voting on the proposal 
described below.  Proxies for the meeting were solicited pursuant to 
Section 14(a) of the Securities Exchange Act of 1934 and there was no 
solicitation in opposition to management's solicitations.

     All of management's nominees for directors as listed in the proxy
statement were elected with the following vote:

                        Shares                 
                        Voted           Shares
                        "For"         "Withheld" 

L. H. Affinito       149,033,737      6,192,784
D. V. Fites          149,066,487      6,160,034
D. R. Goode          149,180,086      6,046,435
J. I. Smith          149,177,907      6,048,614


     The appointment of Price Waterhouse LLP as independent auditor was
approved by the following vote:

     Shares              Shares                                  Shares
     Voted               Voted                 Shares             Not
     "FOR"             "AGAINST"            "ABSTAINING"         Voted
     
   154,389,058          490,938               346,525              0

The stockholder proposal requesting the Board of Directors to establish 
guidelines regarding investments in certain countries was defeated with 
the following vote:

     Shares              Shares                                  Shares
     Voted               Voted                 Shares             Not
     "FOR"             "AGAINST"            "ABSTAINING"         Voted
     
   6,149,340          122,353,086           11,086,069        15,638,026

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits
          Exhibit No.              Description

             27                    Financial Data Schedule


     (b)  Two reports on Form 8-K, January 21, 1997 and February 13, 1997, 
          were filed during the quarter ending March 31, 1997, both pursuant 
          to Item 5 of that form.  An additional Form 8-K was filed on 
          April 15, 1997 pursuant to Item 5.  No financial statements were 
          filed as part of those reports.



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.

Date: April 30, 1997             By:     /s/ D. R. Oberhelman             
                                     D. R. Oberhelman, Vice President
                                     and Chief Financial Officer

Date: April 30, 1997             By:     /s/ R. R. Atterbury III          
                                     R. R. Atterbury III, Secretary


<PAGE>


                              EXHIBIT INDEX



Exhibit
Number                     Description

  27                       Financial Data Schedule



<TABLE> <S> <C>
 
<ARTICLE>          5 
<LEGEND>           THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
                   EXTRACTED FROM FINANCIAL STATEMENTS FOR THE PERIOD
                   ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS 
                   ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND> 
<MULTIPLIER>       1,000,000 
        
<S>                                <C> 
<PERIOD-TYPE>                         3-MOS 
<FISCAL-YEAR-END>               DEC-31-1997 
<PERIOD-END>                    MAR-31-1997 
<CASH>                                  147
<SECURITIES>                            371
<RECEIVABLES>                         3,057<F1> 
<ALLOWANCES>                              0<F1><F2> 
<INVENTORY>                           2,478 
<CURRENT-ASSETS>                      9,079 
<PP&E>                                8,946 
<DEPRECIATION>                        5,181
<TOTAL-ASSETS>                       19,292 
<CURRENT-LIABILITIES>                 6,289 
<BONDS>                               5,603 
                     0<F2> 
                               0<F2> 
<COMMON>                                204 
<OTHER-SE>                            4,162 
<TOTAL-LIABILITY-AND-EQUITY>         19,292 
<SALES>                               4,072 
<TOTAL-REVENUES>                      4,262 
<CGS>                                 2,981 
<TOTAL-COSTS>                         3,675 
<OTHER-EXPENSES>                        (42) 
<LOSS-PROVISION>                          0<F2> 
<INTEREST-EXPENSE>                       52 
<INCOME-PRETAX>                         577 
<INCOME-TAX>                            196 
<INCOME-CONTINUING>                     394
<DISCONTINUED>                            0<F2> 
<EXTRAORDINARY>                           0<F2> 
<CHANGES>                                 0<F2> 
<NET-INCOME>                            394 
<EPS-PRIMARY>                          2.08 
<EPS-DILUTED>                          2.05 

<FN> 
<F1>  Notes and accounts receivable - trade are reported net of allowances 
for doubtful accounts in the Statement of Financial Position. 

<F2>  Amounts inapplicable or not disclosed as a separate line on the
Statement of Financial Position or Results of Operations are reported as 0 
herein. 

</FN> 
         

</TABLE>


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