CATERPILLAR INC
8-K, 1998-07-16
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 15, 1998


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 7.  Financial Statements and Exhibits


    (c)   Exhibits

          Exhibit No.                 Description
          ----------                  -----------
            23                        Consent of Independent Accountants





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 15, 1998



                        EXHIBIT INDEX


          Exhibit No.                 Description
          ----------                  -----------
            23                        Consent of Independent Accountants






CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus 
Supplement dated July 15, 1998 constituting part of the Registration 
Statement on Form S-3 (File No. 333-43983) of Caterpillar Inc. of 
our report dated January 21, 1998 appearing on page A-3 of the 
Appendix to the Company's 1998 Annual Meeting Proxy Statement, which 
is incorporated by reference in Caterpillar Inc.'s Annual Report on 
Form 10-K for the year ended December 31, 1997.  We also consent to 
the incorporation by reference of our report on the Financial 
Statement Schedules listed in Item 14(a) of such Annual Report on 
Form 10-K.  We also consent to the reference to us under the heading 
"Experts" in such Prospectus Supplement.  


We hereby consent to the incorporation by reference in the Prospectus 
dated January 12, 1998 constituting part of the Registration 
Statement on Form S-3 (File No. 333-43983) of Caterpillar Inc. of 
our report dated January 21, 1997 appearing on page A-3 of the 
Appendix to the Company's 1997 Annual Meeting of Stockholders Proxy 
Statement, which is incorporated by reference in Caterpillar Inc.'s 
Annual Report on Form 10-K for the year ended December 31, 1996.  
We also consent to the incorporation by reference of our report 
on the Financial Statement Schedules listed in Item 14(a) of such 
Annual Report on Form 10-K.  We also consent to the reference to us 
under the heading "Experts" in such Prospectus.  






PricewaterhouseCoopers LLP

Peoria, Illinois
July 15, 1998





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