CATERPILLAR INC
8-K, 1999-04-16
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):  April 16, 1999


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


                                                        April 16, 1999



                   CATERPILLAR REPORTS FIRST-QUARTER RESULTS
                          AND REAFFIRMS 1999 OUTLOOK


      PEORIA,  Ill. -- Caterpillar Inc. (NYSE: CAT) today reported record 
first-quarter sales and revenues of $4.87 billion, $73 million higher than 
first-quarter 1998.  A 2% increase in physical sales volume and a 22% 
increase in Financial Products revenues were partially offset by lower 
price realization.  Without Perkins, physical sales volume would have 
declined 1%.  Profit of $205 million was $225 million less than 1998's 
first-quarter record of $430 million.  Unfavorable product sales mix, the 
lower price realization and the impact of lower production volumes on 
manufacturing efficiencies were the most significant reasons for the lower 
profit.  Profit per share was $.57.

      First-quarter 1999 sales and profit were somewhat better than 
expected at the time of the company's March 12, 1999, news release.  Some 
shipments anticipated for the second quarter took place at the end of 
March.  This  will have no impact on the year as the first-quarter benefit 
will be offset in the second quarter.

      "While first-quarter profit was disappointing compared with a year 
ago, our outlook for the full year remains unchanged," said Caterpillar 
Chairman and Chief Executive Officer Glen Barton.  "The breadth and 
diversity of the products we offer, the markets we serve and the 
businesses we're in will allow us to continue to achieve solid financial 
results even though many markets and regions of the world are in recession 
or experiencing slow growth.  In addition, our business units are 
responding quickly to changes in demand.  We expect to benefit from a 
number of cost reduction efforts, improved price realization, higher sales 
in Asia and continued strong demand in the United States."



                         HIGHLIGHTS

FIRST-QUARTER 1999 COMPARED WITH FIRST-QUARTER 1998

  *Sales and revenues of $4.87 billion, the highest ever for a first 
quarter, were $73 million or 2% higher than first-quarter 1998.  
(First-quarter 1998 included only one month of Perkins sales.)

  *Revenues from Financial Products increased 22%.

  *Sales inside the United States were 57% of worldwide sales compared 
with 53% a year ago.

  *Profit of $205 million and profit per share of $.57 were down 52% and 
50%, respectively, from first-quarter 1998.  Profit per share continues 
to benefit from the company's share repurchase programs.

  *1.7 million shares were repurchased during the quarter under the 
program announced in October 1998 to reduce the number of shares 
outstanding to 320 million within the next three to five years.  On 
March 31, 1999 there were 355.8 million  shares  outstanding (360.0 
million assuming dilution).



OUTLOOK

      Our outlook is unchanged from the March 12, 1999, news release.  
We expect 1999 sales and revenues to be slightly below 1998.  Profit per 
share for 1999 is expected to be 10%-15% lower.  (Complete outlook begins 
on page 9.)



                      DETAILED ANALYSIS

FIRST-QUARTER 1999 COMPARED WITH FIRST-QUARTER 1998
      Sales and revenues for the first-quarter 1999 were $4.87 billion, 
$73 million higher than first-quarter 1998.  A 2% increase in physical 
sales volume and a 22% increase in Financial Products revenues were 
partially offset by lower price realization.  Without Perkins, physical 
sales volume would have declined 1%.  Profit of $205 million was $225 
million less than 1998's first-quarter record of $430 million.  
Unfavorable product sales mix, the lower price realization and the 
impact of lower production volumes on manufacturing efficiencies were 
the most significant reasons for the lower profit.  Profit per share
of $.57 was down $.58 from the 1998 record of $1.15.

MACHINERY AND ENGINES

                         Sales Table

     (Millions of              North             Latin     Asia/
       dollars)       Total   America  EAME **  America   Pacific

   First-Quarter
   1999
   Machinery         $3,290     $2,139    $718       $202       $231
   Engines  *         1,308        770     340         85        113
                     $4,598     $2,909  $1,058       $287       $344

   First-Quarter
   1998
   Machinery         $3,438     $2,167    $706       $343       $222
   Engines  *         1,135        632     307        110         86
                     $4,573     $2,799  $1,013       $453       $308

 * Does not include internal engine transfers of $316 million and 
   $308 million in 1999 and 1998, respectively.  Internal engine
   transfers are valued at prices comparable to those for unrelated parties.

** Europe, Africa & Middle East and Commonwealth of Independent States


      Machinery sales were $3.29 billion, a decrease of $148 million 
or 4% from first-quarter 1998.  The lower sales resulted primarily from 
a 3% decrease in physical sales volume due to lower sales to end users.  
Price realization also declined.
      Nearly all the decline occurred in Latin America where recession 
or slower growth in a number of countries caused drops in both dealer 
new machine inventories and sales to users.  In North America, sales 
remained near first-quarter 1998 levels as an increase in the United 
States was offset by a drop in Canada.  The increase in the United 
States resulted from an increase in dealer new machine inventories and 
from higher sales to end users.  In Canada, just the opposite occurred 
as dealers reduced new machine inventories and sales to users fell.  In 
EAME (Europe, Africa & Middle East and Commonwealth of Independent 
States), sales remained near last year's levels as higher end-user 
driven sales in Europe offset lower sales in Africa & Middle East.  
Sales were slightly higher in the Asia/Pacific region as dealers in 
developing Asia began to rebuild new machine inventories rather than 
decrease them as they did a year ago.

      Engine sales were $1.31 billion, an increase of $173 million or 
15% from first-quarter 1998.  Sales, excluding Perkins, were higher than 
a year ago as a 7% increase in physical sales volume more than offset 
lower price realization.
      Sales excluding Perkins were up in North America and Asia/Pacific 
and lower in EAME and Latin America.  In  North America, sales were up 
in both the United States and Canada due to the strong on-highway truck 
market as well as increased demand for power generation and marine 
applications.  Sales excluding Perkins were lower in EAME and Latin 
America reflecting the impact of low oil prices, weak growth in Africa &
 Middle East and recession or slower growth in most of Latin America.  
In the Asia/Pacific region, an increase in Australia more than offset 
decreases in developing Asia.

                   Operating Profit Table

    (Millions of       First-     First-

      dollars)        Quarter    Quarter
                        1999       1998
Machinery            $283         $474
Engines                31           98
                     $314         $572


       Caterpillar operations are highly integrated; therefore, the 
company uses a number of allocations to determine lines of business 
operating profit.


      Machinery operating profit decreased $191 million, or 40% from 
first-quarter 1998.  Margin (sales less cost of goods sold) declined 
primarily due to the lower sales volume, an unfavorable change in 
product sales mix, the impact of lower production volumes on 
manufacturing efficiencies and the lower price realization.  Selling, 
general, and administrative as well as research and development 
expenses were about the same.

      Engine operating profit decreased $67 million, or  68% from 
first-quarter 1998.  Margin declined as the benefit of higher sales 
volumes was more than offset by an unfavorable change in product sales 
mix and the lower price realization.  Selling, general, and administrative 
expenses were higher due largely to the Perkins acquisition.  (First-
quarter 1998 included only one month of Perkins costs.)  Research and 
development costs were about the same.

      Interest expense was $6 million higher than a year ago due to higher 
average debt levels to support the Perkins acquisition and increased 
working capital needs. 

      Other income/expense was expense of $17 million compared with income 
of $42 million first quarter last year.  The decrease was due mostly to an 
unfavorable change in foreign exchange gains and losses, lower interest 
income and to the discounts taken on the sales of trade receivables to 
Caterpillar Financial Services Corporation (Cat Financial).  Discounts 
taken on this revolving sale of receivables to Cat Financial are reflected 
in Machinery and Engines as other expense.  Revenues offsetting these 
discounts as well as the related borrowing costs are reflected in 
Financial Products.


FINANCIAL PRODUCTS
      Revenues were a first-quarter record $303 million, up $63 million or 
26% compared with first-quarter 1998.  The increase resulted primarily 
from continued growth in Cat Financial's portfolio.
     Before tax profit decreased $5 million or 7% from first-quarter 1998.  
Higher profit at Cat Financial from continued portfolio growth was more 
than offset by lower profit at Caterpillar Insurance Co. Ltd. (Cat 
Insurance).  Lower investment income and less favorable reserve 
adjustments were the reasons for lower profit at Cat Insurance.


INCOME TAXES
      First-quarter 1999 tax expense reflects an effective annual tax rate 
of 32%.  First-quarter 1998 tax expense reflected an effective annual tax 
rate of 33%.


UNCONSOLIDATED AFFILIATED COMPANIES
       The company's share of unconsolidated affiliated companies' results 
declined $8 million from a year ago.  The major factor for the decrease 
was less profit at Shin Caterpillar Mitsubishi Ltd.



SUPPLEMENTAL INFORMATION

Dealer  Machine Sales to End Users and Deliveries to  Dealer Rental 
Operations

     Sales and deliveries in North America remained near first-quarter 
1998 levels.  Sales were slightly higher in the United States where the 
economy has registered excellent growth and residential construction 
remains strong.  Sales were lower in Canada, however, reflecting the 
impact of higher interest rates last year and continued low commodity 
prices.  For the region as a whole, sales to end users were higher in 
all key construction sectors and lower in  most commodity sectors except 
petroleum.  Deliveries to dealer rental operations continued at last 
year's pace.
     Sales and deliveries in the EAME region also were unchanged from 
year-ago levels as higher sales in Europe were offset by lower sales in 
Africa & Middle East and the Commonwealth of Independent States.  In 
Europe, continued moderate economic growth combined with lower interest 
rates resulted in higher sales to users in  Italy, France and Germany.  
Sales were also up in the United Kingdom despite a weak economy.  In 
Africa & Middle East, low commodity prices, weak growth and spending 
reductions led to lower sales.  Sales were higher in the United Arab 
Emirates and Egypt but lower in Turkey and South Africa.  In the 
Commonwealth of Independent States, sales were lower due to severe 
recession in Russia.  For EAME as a whole, sales to users were higher for 
construction and solid waste applications as well as aggregates mining.

     Sales and deliveries in Latin America fell due to widespread 
recession and slower growth.  Only Mexico and Peru have maintained 
moderate growth.  Sales in the first quarter were lower in Brazil, 
Chile, Venezuela, Mexico and Colombia, but higher in Peru and Argentina.  
Although sales to users in the metals mining sector were up, sales to 
users were lower for construction applications as well as other commodity 
applications.
     Sales and deliveries in Asia/Pacific remained below year earlier 
levels reflecting the impact of last year's severe recessions in Southeast 
Asia, Korea and Japan.  Sales were below first-quarter 1998 levels in 
Indonesia, Thailand and the Philippines but higher in Japan, Malaysia and 
Korea.  Sales also were higher in China reflecting the impact of the 
government's sizable infrastructure initiative and in India which has 
continued to register good economic growth.  Sales were lower in 
Australia.  For the region as a whole, sales to users were lower in all 
key applications except forestry and aggregates mining.

Dealer Inventories of Machines

      Worldwide dealer new machine inventories at the end of the first 
quarter were about the same as year earlier and just slightly above normal 
relative to current selling rates.  Higher inventories in North America 
offset declines in Asia/Pacific and Latin America.  At quarter's end, 
inventories compared with current selling rates were about normal in 
Asia/Pacific and moderately below normal in EAME.  Inventories in North 
America continue to be moderately above normal compared with current 
selling rates as dealers took advantage of special financing and inventory 
programs late last year to improve product availability for the 1999 
selling season.  Inventories in Latin America were significantly above 
current selling rates as sales fell sharply due to recession and slower 
growth.

Engine Sales to End Users and OEMs (excluding Perkins)

      Sales in North America were up primarily due to continued, very 
strong demand for on-highway truck engines.  Sales also were higher in 
power generation and marine applications but lower in the industrial and 
petroleum sectors.  Sales of both reciprocating and turbine engines were 
higher.  Sales were up in Canada as well as the United States.
      Sales in EAME were down primarily due to a decline in Europe.  Sales 
were higher in marine applications but lower in power generation, 
petroleum and industrial applications.  Sales were lower for both 
reciprocating and turbine engines.
      Sales in Asia/Pacific remained near last year's levels as higher 
sales in Australia and Japan offset lower sales in developing Asia, which 
remained weak following last year's severe recessions.  Sales of turbine 
engines were above year earlier levels as higher sales in Australia more 
than offset lower sales elsewhere.  Sales of reciprocating engines were 
lower across most of the region.  Sales were higher for petroleum 
applications and lower for power generation. 
      Sales in Latin America also were lower for both reciprocating and 
turbine engines as well as for most applications, reflecting the impact of 
recessions and slower growth.


CONDENSED CASH FLOW
      Net free cash flow (profit after tax adjusted for depreciation, 
changes in working capital, capital expenditures, and dividends) for 
Machinery and Engines was a negative $171 million for 1999, a decrease of 
$903 million from 1998.  This decrease was primarily due to a seasonal 
increase in receivables during the first quarter of 1999 compared with 
a decrease in receivables during the first quarter of 1998.  First-quarter 
1998 benefited from the initiation of the revolving sale of receivables to 
Cat Financial.


For the Three         Consolidated          Machinery &          Financial
Months Ended                                 Engines *           Products
(Millions of dollars)

                     Mar.       Mar.      Mar.      Mar.      Mar.       Mar.
                      31,       31,        31,       31,       31,       31,
                     1999       1998      1999      1998      1999       1998

Profit after tax    $205       $430      $205      $430      $45        $48
 Depreciation        232        204       186       166       46         38
  and amortization
 Change in working
  capital -
  excluding cash,
  debt and
  dividends         (620)      (726)     (344)      344     (275)    (1,070)
 Capital
  expenditures
  excluding
  equipment
  leased to others  (111)      (117)     (110)     (116)      (1)        (1)
 Expenditures
  for equipment
  leased to
  others, net of
  disposals          (51)       (56)      (1)        -       (50)        (56)
 Dividends paid     (107)       (92)    (107)       (92)     (36)        (20)

Net Free Cash Flow  (452)      (357)    (171)       732     (271)     (1,061)

Other significant
 cash flow items:
 Treasury shares
  purchased          (78)       (86)     (78)       (86)      -          -
 Net (increase)
  decrease in
  long-term
  finance
  receivables        (86)       (335)     -         -        (86)       (335)
 Net increase
  (decrease) in debt 477       1,979     175       647       302       1,332
 Investments and
  acquisitions -
  (net of cash
  acquired)          (33)     (1,103)    (33)   (1,103)        -          -
 Prefunding of
  employee benefit
  Plans                -          -        -         -         -          -
 Other                56        (84)       4      (159)       42          47

Change in cash and
 short-term
 investments       $(116)       $14    $(103)      $31      $(13)       $(17)


*  Represents Caterpillar Inc. and its subsidiaries,  except  for 
Financial Products which is accounted for on the equity basis.
   Note:  Lines titled "Change in working capital - excluding cash, debt 
and dividends" and "Capital expenditures excluding equipment leased to 
others" exclude $201 million and $331 million, respectively, included in 
the "Investments and acquisitions - (net of cash acquired)" line for the 
three months ended March 31, 1998.

EMPLOYMENT
      At the end of the first quarter, Caterpillar's worldwide employment 
was 65,377 compared with 64,681 one year ago.


OUTLOOK

      1999 company sales and revenues are expected to be slightly below 
1998's record levels due to weakness in Latin America, a reversal of last 
year's increase in North American dealer inventory levels and the impact 
of low commodity prices.  Sales are forecast to be higher in EAME due to 
improved demand for machinery in Europe.  Sales also are forecast to be up 
in Asia/Pacific where dealers were liquidating new machine inventories in 
1998.
     As a result of adverse product sales mix, lower sales and a 
continuing competitive pricing environment, the company is implementing 
actions to reduce costs.  These include selected production schedule cuts, 
employment reductions and temporary plant shutdowns at  facilities in the 
United States, Latin America and Europe.  Other actions include reducing 
inventory and selling, general and administrative and research and 
development expenses.  As a result of these actions and anticipated better 
demand, profit in the second half of 1999 is expected to be higher than 


Summary
     World economic growth in 1999 is forecast to be similar to 1998 as 
improvement in Asia is largely offset  by recession in Latin America.  The 
United States and Australian economies should register another year of 
excellent growth while moderate growth is forecast to continue in Europe.
      Combined with low prices for metals and uncertainty over oil prices, 
this outlook is expected to result in slightly lower industry demand for 
construction and mining equipment.  Machine demand is forecast to remain 
close to 1998 levels in the United States and just below last year's 
levels in Australia and Japan.  Higher demand in Europe and developing 
Asia should offset lower demand in Latin America and Canada.  In contrast 
to construction and mining equipment, industry demand for agricultural 
equipment is forecast to be down sharply due to depressed commodity 
prices.
      Industry demand for engines is now forecast to exceed 1998 levels in 
North America due primarily to the continued strong on-highway truck 
market.  Demand in the rest of the world, however, is likely to be down.
      In  this environment of generally weaker industry demand, company 
sales and revenues are expected to be slightly below 1998 levels.  The 
decline is due primarily to the sharp drop in demand from Latin America, 
the impact of low commodity prices on the mining, oil and agricultural 
sectors and an inventory adjustment by North American dealers.

North America
      In the United States, Gross Domestic Product (GDP) growth is 
forecast to slow from 3.9% in 1998 to 3.0%-3.5% in 1999.  Housing starts 
should remain strong, and the new six-year highway spending bill will 
boost highway construction spending as well as aggregates production.  
Metals mining and agriculture, however, are expected to remain weak due 
to low worldwide prices.  Industry demand for construction and mining 
machines is expected to be about flat while demand for agricultural 
equipment is forecast to fall.  In Canada, slower economic growth and 
low commodity prices are expected to  result in slightly lower industry 
demand for machines.  For North America, industry demand for reciprocating 
engines is forecast to increase due to the continued strong on-highway 
truck market, but demand for turbines is forecast to decline due to low 
oil prices over the past year.  In total, industry demand for the region 
should remain near 1998 levels but company sales are forecast to decline 
primarily due to a reversal of last year's increase in dealer new machine 
inventory levels.

EAME
      In  Western Europe, GDP growth is expected to be about 2.5%, 
resulting in slightly higher industry demand for construction and mining 
machines.  Demand in the United Kingdom, however, is anticipated to 
decline due to weak growth resulting from high interest rates and a 
strong currency.  European demand for reciprocating engines, especially 
from OEMs, is forecast to be down.  In Africa & Middle  East, weak growth 
and low commodity prices should result in lower industry demand for both 
machines and engines.  In Russia, continued recession and instability will 
result in lower industry demand.  For the region as a whole, company sales 
are forecast to be near 1998 levels as higher machinery sales are offset 
by lower engine sales.

Latin America
      Recessions in Brazil, Argentina, Venezuela, Colombia and Ecuador are 
likely to continue for another three to six months before the region 
stabilizes.  Consequently, industry demand for machines and engines in 
these countries will be much lower than last year.  Mexico and Peru are 
expected to sustain moderate economic growth, but industry demand for the 
entire region is still likely to be down significantly leading to lower 
company sales.

Asia/Pacific
      In the Asia/Pacific region, some of the developing countries which 
experienced severe recession in 1998 are beginning to stabilize and growth 
should resume later this year.  China should continue to grow at about 7%.  
As a result, GDP for developing Asia is expected to increase from 1.0% in 
1998 to 3.5% in 1999.  Industry demand for machines is forecast to be up 
slightly with an increase in China due to strong infrastructure spending 
more than offsetting continued weakness in Southeast Asia.  Industry 
demand for engines is expected to be down moderately.  Business conditions 
in Japan are expected to remain weak in 1999, but massive public works 
spending should begin to stabilize industry demand after the steep decline 
of the past two years.  In Australia, continued good economic growth 
should keep  industry demand just slightly below 1998 levels.  For the 
region as a whole, industry demand will be about flat but company sales 
are forecast to be up slightly because dealers are not expected to 
decrease new machine inventories as they did in 1998.




                      CATERPILLAR INC.
        CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED
         (Millions of dollars except per share data)

                       Consolidated        Machinery &          Financial
                                            Engines *           Products

                      Mar.      Mar.      Mar.      Mar.      Mar.     Mar.
                      31,        31,       31,      31,       31,      31,
                      1999      1998      1999      1998      1999     1998
Sales and revenues:
 Sales of Machinery
  & Engines         $4,598    $4,573    $4,598    $4,573    $    -   $    -
 Revenues of
  Financial Products   269       221       -         -         303      240
   Total sales
    and revenues     4,867     4,794     4,598     4,573       303      240

Operating costs:
 Cost of goods sold  3,578     3,334     3,578     3,334     -        -
 Selling, general,
  and administrative
  expenses             653       587       551       512       109       81
 Research and
  development
  expenses             155       155       155       155       -        -
 Interest expense
  of Financial
  Products             129       101        -         -        134      105
   Total
    operating costs  4,515     4,177     4,284     4,001       243      186

Operating Profit       352       617       314       572        60       54

 Interest expense
  excluding
  Financial Products    67        61        67        61        -        -
 Other income
  (expense)             16        73       (17)       42        11       22

Consolidated profit
 before taxes          301       629       230       553        71       76

 Provision for
  income taxes          96       207        70       179        26       28
 Profit of
  consolidated
  companies            205       422       160       374        45       48

 Equity in profit
  of
  unconsolidated
  affiliates             -         8         -         8         -        -
 Equity in profit
  of Financial
  Products
  subsidiaries           -         -         45       48         -        -

Profit                 $205      $430      $205     $430       $45      $48

EPS of  common
 stock                $0.58     $1.17
EPS of  common
 stock
 - assuming dilution  $0.57     $1.15

Weighted average
 shares
 outstanding
 (thousands)
   Basic            356,291   367,054
   Assuming
    dilution        360,497   372,527

*  Represents Caterpillar Inc. and its subsidiaries, except for Financial 
Products which is accounted for on the  equity basis.  Transactions between 
Machinery and Engines and Financial Products have been eliminated to arrive 
at the Consolidated data.


                      CATERPILLAR INC.
                CONDENSED FINANCIAL POSITION
                    (Millions of dollars)
                                                         Consolidated
                                                     (Caterpillar Inc. and
                                                         Subsidiaries)
                                                   Mar.      Dec.       Mar.
                                                    31,       31,       31,
                                                   1999      1998       1998
Assets
    Current assets:
       Cash and short-term investments             $244      $360       $306
       Receivables - trade and other              4,183     3,660      3,794
       Receivables - finance                      3,448     3,516      2,738
       Deferred income taxes                        516       474        437
       Prepaid expenses                             620       607        510
       Inventories                                2,892     2,842      3,091
    Total current assets                         11,903    11,459     10,876

    Property, plant, and equipment - net          4,852     4,866      4,376
    Long-term receivables - trade and other          92        85        127
    Long-term receivables - finance               5,144     5,058      4,216
    Investments in unconsolidated affiliated
     companies                                      835       773        814
    Deferred income taxes                           977       955      1,018
    Intangible assets                             1,235     1,241      1,169
    Other assets                                    681       691        981
Total Assets                                    $25,719   $25,128    $23,577


Liabilities
    Current liabilities:
       Short-term borrowings:
          -- Machinery & Engines                   $236       $49       $382
          -- Financial Products                     697       760        464
       Accounts payable                           2,123     2,250      2,535
       Accrued expenses                             990       928        921
       Accrued wages, salaries, and employee
        benefits                                  1,090     1,217      1,026
       Dividends payable                            -         107        -
       Deferred and current income taxes
        payable                                     147        15        390
       Long-term debt due within one year:
          -- Machinery & Engines                     48        60         40
          -- Financial Products                   2,439     2,179      1,345
    Total current liabilities                     7,770     7,565      7,103

    Long-term debt due after one year:
          -- Machinery & Engines                  2,993     2,993      2,699
          -- Financial Products                   6,516     6,411      5,617
    Liability for postemployment benefits         2,698     2,590      2,698
    Deferred income taxes and other liabilities     429       438        451
Total Liabilities                                20,406    19,997     18,568
Stockholders' Equity
    Common stock                                  1,062     1,063      1,069
    Profit employed in the business               6,328     6,123      5,456
    Accumulated other comprehensive income           50         1         73
    Treasury stock                               (2,127)   (2,056)    (1,589)
Total Stockholders' Equity                        5,313     5,131      5,009
Total Liabilities and Stockholders' Equity      $25,719   $25,128    $23,577

Certain amounts for 1998 have been reclassified to conform with
         the 1999 financial statement presentation.



SAFE HARBOR STATEMENT UNDER THE SECURITIES LITIGATION 
REFORM ACT OF 1995
- ------------------------------------------------------

The information included in the "Outlook" section 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 the markets it serves.

Events in Asia, Latin America and Russia
- ----------------------------------------
Unforeseen events in Asia, Latin America, Russia or elsewhere could 
impact sales.  Our current assessment calls for recession to continue 
through at least the first half of 1999 in Japan, Thailand, Indonesia, 
Malaysia, and Hong Kong with improvement expected in most countries 
during the second half. 

Brazil, Argentina, Venezuela, Columbia and Ecuador are forecast to be 
in recession for another three to six months.  Brazil is expected to 
remain in recession at least through the first half of 1999 due to high 
interest rates, reduced government spending and increased uncertainty.  
Our outlook assumes the Brazilian congress will implement the necessary 
fiscal austerity measures over the next few months to reduce the budget 
deficit which in turn will allow interest rates to come down 
stimulating a better economic performance in the second half of 1999.  
If Brazil fails to enact the necessary measures, the currency could 
once again decline and interest rates would likely have to increase 
resulting in recession in the second half as well.  Mexico will likely 
experience slower growth as a result of the Brazilian devaluation but 
should avoid recession.  

This assessment presumes Latin American currencies and stock markets 
continue to stabilize over the next several months and that there is 
some improvement in the second half.  If the region's currencies and/or 
stock markets were to resume their decline, if China or Hong Kong were 
to devalue, or if Japan were to experience a financial collapse, then 
the impact on world growth and industry demand would be more severe 
which could result in lower company sales.  Company sales also could be 
negatively impacted by a greater than anticipated flow of new and used 
equipment from weak Asian markets to the rest of the world which could 
exert pressure on both price realization and share of industry sales.  

Russia remains in severe recession.  Political and economic instability 
are very high and a further deterioration could impact worldwide stock 
or currency markets, which in turn could weaken Company sales.

Monetary and Fiscal Policies
- ----------------------------
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 fails to cut interest rates quickly 
enough in response to a significant decline in world stock markets, the 
U.S. economy could slow and negatively impact demand for the Company's 
products.  In general, high interest rates, reductions in government 
spending, higher taxes, significant currency devaluations, and 
uncertainty over key policies are some factors likely to lead to slower 
economic growth and lower industry demand.  The current outlook is for 
slightly slower U.S. growth in 1999 and not recession.  If, for 
whatever reason, the U.S. were to enter a recession then demand for 
Company products would fall in the U.S. and Canada and would also be 
lower throughout the rest of the world.

Political Factors
- -----------------
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. this year could impact the Company's ability to 
expand 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 make potential economic growth 
difficult to predict for those countries.

Currency Fluctuations
- ---------------------
Currency fluctuations are also a significant unknown for global 
companies.  If the U.S. dollar strengthens against foreign currencies, 
the Company's ability to realize price increases on sales could be 
negatively impacted.  Most of the Company's key competitors have their 
principal manufacturing operations based in Japan or European 
countries.  The majority of our manufacturing assets are in the United 
States.  Consequently, should an overvalued dollar persist, our costs 
compared with these competitors would be relatively higher.  As a major 
net exporter from the United States, the persistence of an overvalued 
dollar, over time, could have an unfavorable impact on our global 
competitive position.

Dealer Practices
- ----------------
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.  At the end of the first quarter of 1999, dealer 
new machine inventories were significantly above normal in Latin 
America and moderately above normal in North America and could result 
in lower than anticipated company sales in the first half of 1999.

Other Factors
- -------------
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 these activities increase or decrease in the U.S. or abroad, 
demand for our products may be significantly impacted.  

Another factor which can impact company sales and profit is mix. Our 
outlook assumes a certain geographic mix of sales as well as a product 
mix of sales (machines vs. engines, small vs. large, high margin vs. 
low margin). Results may be impacted positively or negatively by 
changes in the mix. 

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 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.  

The outlook also depends on our ability to realize price increases. The 
environment remains very competitive and a repeat of the price 
discounting that occurred in 1998 would result in lower than 
anticipated price realization.

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:  April 16, 1999




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