CATERPILLAR INC
8-K, 1999-01-20
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):  January 20, 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



         CATERPILLAR REPORTS HIGHEST EVER SALES AND REVENUES;
                      SECOND MOST PROFITABLE YEAR
       SALES AND REVENUES SET A NEW RECORD FOR A FOURTH QUARTER

     PEORIA, Ill. -- Caterpillar Inc. (NYSE:  CAT) reported highest
ever sales and revenues and its second most profitable year.  Sales and
revenues of $20.98 billion rose $2.05 billion (approximately $850
million from Perkins), 11% over 1997's record of $18.93 billion.
Profit of $1.51 billion was $152 million, 9% less than 1997's record of
$1.67 billion.  Continued spending for growth initiatives, including
the impact of Perkins, more than offset the additional profit
associated with higher sales and revenues.  Profit per share of $4.11
was down 6% from the 1997 record of $4.37, and continues to benefit
from the company's share repurchase programs.
     Fourth-quarter sales and revenues of $5.41 billion were a
fourth-quarter record and were up 4% from fourth-quarter 1997.  A 37%
increase in Financial Products revenues and the additional sales
provided by Perkins were partially offset by lower sales in other
areas.  Profit of $301 million was down 33% from the fourth-quarter
record set in 1997 and profit per share of $.83 was down 31%.  The
profit from the higher sales and revenues was more than offset by lower
margin rates and continued spending for growth initiatives.
     Caterpillar Chairman and CEO Donald V. Fites said the past year
again demonstrates that Caterpillar's people, structure and culture
react swiftly and decisively in a world of rapid and dynamic change.
     "Despite the serious economic downturn in Asia, 1998's record
sales and solid profit performance reflect the strength and diversity
of a growing product line, an expanding customer base throughout the
world and continued impressive growth in the non-traditional areas of
our business.  We are well positioned and prepared for continued
success and growth," Fites said.

                              HIGHLIGHTS


1998 COMPARED WITH 1997
     * Sales and revenues of $20.98 billion, the highest ever, rose
       11%.  Revenues from Financial Products increased 33%.  Sales
       inside the United States were 51% of worldwide sales compared
       with 49% a year ago.
     * Profit of $1.51 billion was down 9%.
     * Profit per share of $4.11 was down 6%.
     * Dividends were increased 20% in June and have now been increased
       in each of the last five years.
     * 11.6 million shares were repurchased during the year.


FOURTH-QUARTER 1998 COMPARED WITH FOURTH-QUARTER 1997
     * Sales and revenues of $5.41 billion, the highest ever for a
       fourth quarter, rose 4%.  Revenues from Financial Products
       increased 37% and were also the highest ever.  Sales inside the
       United States were 49% of worldwide sales compared with 45% a
       year ago.
     * Profit of $301 million was down 33%.
     * Profit per share of $.83 was down 31%.
     * 1.6 million shares were repurchased during the fourth 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 December 31, 1998 there were 357.2 million
       shares outstanding.



OUTLOOK

     We expect 1999 sales and revenues to be slightly below 1998.
Profit for 1999 is expected to be moderately lower.  (Complete outlook
begins on page 13.)

                           DETAILED ANALYSIS

1998 COMPARED WITH 1997
     Sales and revenues of $20.98 billion rose $2.05 billion
(approximately $850 million from Perkins), 11% over 1997's record of
$18.93 billion.  Profit of $1.51 billion was $152 million, 9% less than
1997's record of $1.67 billion.  Continued spending for growth
initiatives, including the impact of Perkins, more than offset the
additional profit associated with higher sales and revenues.  Profit
per share of $4.11 was down 6% from the 1997 record of $4.37, and
continues to benefit from the company's share repurchase programs.

MACHINERY AND ENGINES
                                   Sales Table

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

1998
Machinery Sales $13,448  $8,352 $2,871 $1,252   $973
Engine Sales *    6,524   3,097  2,134    666    627
                $19,972 $11,449 $5,005 $1,918 $1,600

1997
Machinery Sales $13,350  $7,606 $2,714 $1,252 $1,778
Engine Sales *    4,760   2,526  1,088    450    696
                $18,110 $10,132 $3,802 $1,702 $2,474


 * Does not include internal engine sales of $1,268 million
   and $1,162 million in 1998 and 1997, respectively.  Internal
   engine sales are valued at prices comparable to those for
   unrelated parties.

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


     Machinery sales were $13.45 billion, an increase of $98 million
from 1997.  The improvement resulted from an increase in physical
volume as higher sales to end users and dealer rental fleets more than
offset a slowdown in dealer inventory accumulation.  Price realization
was lower as price increases taken over the past year were more than
offset by higher discounting and the effect of the stronger dollar on
sales denominated in currencies other than U.S. dollars.
     Sales were higher in all regions of the world except Asia/Pacific
where severe recessions resulted in lower industry demand and a large
reduction in dealer inventories.  Sales in North America were
particularly strong reflecting good economic and industry growth as
well as an increase in dealer inventory levels.  Sales were up in both
the United States and Canada.  Sales were higher in Europe due to
improved industry demand.  In contrast, low commodity prices and
sluggish economic growth kept sales in Africa & Middle East at 1997
levels.  Latin America began the year with considerable momentum.
However, a sharp economic downturn brought on by higher interest rates
and government spending cuts kept sales at last year's levels.

     Engine sales were $6.52 billion, an increase of $1.76 billion or
37%.  Excluding Perkins, sales were up $910 million or 19%.  The
increase was due primarily to higher physical volume resulting from
improved end-user and Original Equipment Manufacturer (OEM) demand.
Price realization was about the same.
     Sales excluding Perkins were up in all regions except
Asia/Pacific, although turbine sales in developing Asia were higher
despite the severe downturn.  Sales in North America were up reflecting
the strong on-highway truck market as well as increased demand for
other applications.  Sales also were higher in Latin America with
increases in petroleum, power generation and marine applications.
Sales in Europe, Africa & Middle East and Commonwealth of Independent
States (EAME) were up due primarily to higher demand for petroleum and
power generation applications.


Operating Profit Table

  (Millions of dollars)      1998     1997
Machinery Operating Profit   $1,584  $1,808
Engine Operating Profit         504     468
                             $2,088  $2,276


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


     Machinery operating profit decreased $224 million, or 12% from
1997.  Margin (sales less cost of goods sold) was about the same, as
the benefit from higher sales was mostly offset by higher fixed
manufacturing costs and an unfavorable change in product sales mix.
The unfavorable impact of the stronger dollar on sales was mostly
offset by a favorable impact on costs.  Selling, general, and
administrative and research and development expenses were higher in
support of major growth initiatives.
     Engine operating profit increased $36 million, or 8% from 1997.
Margin (sales less cost of goods sold) increased due to the higher
sales volume but was unfavorably impacted by higher fixed manufacturing
costs (primarily due to Perkins) and an unfavorable change in product
sales mix.  Selling, general, and administrative and research and
development expenses were higher in support of major growth
initiatives, including Perkins.

     Interest expense was $45 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 income of $46 million compared with
income of $153 million last year.  The decrease was mostly due 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 record  $1.12 billion, up $278 million or 33%
compared with 1997.  The increase was primarily due to Cat Financial's
portfolio growth, resulting from record new retail business and the
purchase of trade receivables from Caterpillar Inc.

     Selling, general, and administrative expenses were up $53 million,
principally the result of record new business levels which increased
provision for credit losses and depreciation on leased equipment.
Other increases due to growth were partially offset by favorable
reserve adjustments at Caterpillar Insurance Co. Ltd. (Cat Insurance).

     Interest expense was $128 million higher because of increased
borrowings to support the larger portfolio.

INCOME TAXES
     1998 tax expense reflects an effective tax rate of 31% and
includes a favorable adjustment to recognize deferred tax assets at
certain European subsidiaries.  The 1997 effective tax rate was 33%.

UNCONSOLIDATED AFFILIATED COMPANIES
     The company's share of unconsolidated affiliated companies' profit
was $4 million, down $44 million from a year ago.  The major factor for
the decrease was less favorable results 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 were up in 1998 due to
higher industry demand.  The United States economy registered very
good growth with Gross Domestic Product (GDP) increasing about 3.7%,
significantly faster than the 2.0%-2.5% threshold required for
industry expansion.  Residential construction was exceptionally strong
all year.  Canada started the year with strength, but lower commodity
prices and higher interest rates to defend the Canadian dollar caused
a sharp mid-year deceleration in the economy.  In total, sales to end
users rose in all key construction sectors as well as  nonmetals
mining, petroleum, agriculture and solid waste.  Sales to end users
fell in metals and coal mining and in industrial as well as forestry
applications. Deliveries to dealer rental operations continued to
rise.
     Sales and deliveries in the EAME region also were up in 1998 due
to higher industry demand and an improvement in share of industry
sales.  GDP growth in Europe was near 3% resulting in better industry
demand, although the United Kingdom represented an important exception
as high interest rates and a strong currency depressed the economy.
Sales to users were higher in Germany, France, Spain and Italy but
lower in the United Kingdom.  In Africa & Middle East low commodity
prices, sluggish growth and spending reductions led to lower industry
demand and slightly lower sales to users.  Sales to users were higher
in United Arab Emirates, about the same in Turkey, and lower in South
Africa and Egypt.  In the Commonwealth of Independent States sales
were lower due to severe recession in Russia and economic difficulties
in other countries.  For the region as a whole, sales to users were
higher for construction applications as well as metals and nonmetals
mining.
     Sales and deliveries in Latin America were higher for the year
despite a decline in the second half.  In the first half, good
economic growth led to strong industry demand and higher sales.  In
August, however, countries throughout the region raised interest rates
and cut spending to defend their currencies.  These actions along with
low commodity prices led to slower growth for most countries,
recession in Brazil and lower industry demand.  For the year as a
whole, sales to users rose in Brazil, Mexico and Argentina, but fell
in Colombia, Chile and Peru.  Sales to users were higher for
construction applications, but lower for commodity applications,
particularly metals mining.
     Sales and deliveries in Asia/Pacific were down considerably due
to severe recessions in Southeast Asia, Korea and Japan. Economic
contraction, currency depreciation, high interest rates, government
spending reductions and high levels of uncertainty led to a very
significant decline in sales to end users in Southeast Asia and Korea.
In Japan, industry demand continued to fall as low interest rates and
government spending failed to pull the economy out of recession.
Economic growth in China slowed but a large government spending
initiative combined with lower interest rates bolstered the economy
and led to higher sales to users.  Good growth continued in Australia
leading to higher industry demand and sales to users.  For the
Asia/Pacific region as a whole, sales to users were lower in all key
construction and commodity sectors.

Dealer Inventories of Machines
     Worldwide dealer new machine inventories at year end were about
flat compared to year-end 1997 and moderately above normal relative to
current selling rates.  Higher inventories in North America, EAME and
Latin America offset a large decline in Asia/Pacific.  At year end
inventories compared with current selling rates were about normal in
EAME and Asia/Pacific.  Inventories in North America were moderately
above normal compared with current selling rates as dealers took
advantage of special financing and inventory programs to improve
product availability for the 1999 selling season.  There was also some
build up in anticipation of reloading rental fleets.  Inventories in
Latin America were significantly above current selling rates as sales
fell more sharply than anticipated in the fourth quarter.

Engine Sales to End Users and OEMs (excluding Perkins)
     Sales in North America were up due to higher industry demand and
an increased share of industry sales.  The on-highway truck market was
particularly strong.  Sales were also higher in other applications
including petroleum, power generation, marine and industrial.  Sales of
both reciprocating and turbine engines were higher.  Sales were up in
Canada as well as the United States.
     Sales in EAME also were up.  In Europe good economic growth led to
higher sales of reciprocating engines for most applications, especially
power generation.  In Africa & Middle East sales of turbines were
higher for oil and natural gas projects.  For the region as a whole,
both reciprocating engine and turbine sales were up with gains in all
applications except marine.
     Sales in Latin America were higher for the year despite the
second-half economic slowdown.  Significantly higher sales of turbines
for oil and natural gas applications accounted for the increase.
     Sales in Asia/Pacific were down reflecting severe economic
recession in Southeast Asia, Korea and Japan.  Sales were lower in
power generation and industrial applications, flat in petroleum, and
higher in marine and truck applications.


FOURTH-QUARTER 1998 COMPARED WITH FOURTH-QUARTER 1997
     Fourth-quarter sales and revenues of $5.41 billion were a
fourth-quarter record and were up 4% from fourth-quarter 1997.  A 37%
increase in Financial Products revenues and the additional sales
provided by Perkins were partially offset by lower sales in other
areas.  Profit of $301 million was down 33% from the fourth-quarter
record set in 1997 and profit per share of $.83 was down 31%.  The
profit from the higher sales and revenues was more than offset by lower
margin rates and continued spending for growth initiatives.

MACHINERY AND ENGINES
                              Sales Table

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

Fourth-Quarter 1998
Machinery Sales      $3,111  $1,942   $674  $267    $228
Engine Sales *        2,025     858    662   262     243
                     $5,136  $2,800 $1,336  $529    $471

Fourth-Quarter 1997
Machinery Sales      $3,402  $1,926   $674  $381    $421
Engine Sales *        1,575     739    382   195     259
                     $4,977  $2,665 $1,056  $576    $680



 * Does not include internal engine sales of $304 million and
   $316 million in 1998 and 1997, respectively.  Internal engine
   sales are valued at prices comparable to those for unrelated
   parties.

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

     Machinery sales were $3.11 billion, a decrease of $291 million or
9% from fourth-quarter 1997.  The lower sales resulted primarily from a
decrease in physical volume due to lower dealer sales to end users.
Price realization was lower as price increases taken over the past year
were more than offset by higher sales discounts.
     Sales were flat in North America as an increase in dealer
inventories offset a slight reduction in sales to users.  In EAME both
company sales and end-user demand were flat.  In Latin America and
Asia/Pacific sales were lower due primarily to a drop in end-user
demand, reflecting economic weakness in those areas.

     Engine sales were $2.03 billion, an increase of $450 million or
29%.  Excluding Perkins, sales were up $210 million or 13%.  The
increase was due to higher physical sales volume resulting from
improved end user and OEM demand.  Price realization was about the
same.
     Sales excluding Perkins were up in all regions except
Asia/Pacific.  Sales in North America were higher due to heightened
demand for both turbines and reciprocating engines.  Sales in EAME and
Latin America were up due primarily to higher turbine sales.

                        Operating Profit Table

(Millions of dollars)  Fourth-Quarter Fourth-Quarter
                            1998          1997

Machinery Operating Profit  $235          $418
Engine Operating Profit      165           206
                            $400          $624


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


     Machinery operating profit decreased $183 million, or 44% from
1997.  Margin (sales less cost of goods sold) was lower due to the
lower sales volume, higher fixed manufacturing costs and an unfavorable
change in product sales mix.  Selling, general, and administrative and
research and development expenses were higher in support of major
growth initiatives.

     Engine operating profit decreased $41 million, or 20% from 1997.
Margin (sales less cost of goods sold) was about the same as the
benefit from higher sales volumes was offset by higher fixed
manufacturing costs (primarily due to Perkins) and an unfavorable
change in product sales mix.  Selling, general, and administrative
expenses were higher primarily due to Perkins.  Research and
development expenses were slightly lower.

     Interest expense was $10 million higher than a year ago due to
higher average debt levels supporting the Perkins acquisition and
increased working capital needs.

     Other income/expense was expense of $6 million compared with
income of $32 million last year.  The decrease is mostly due to the
discounts taken on the sales of trade receivables to Cat Financial and
the agreement reached with the EPA to reduce emissions.

FINANCIAL PRODUCTS
     Revenues were a record $305 million, up $83 million or 37%
compared with 1997.  The increase was primarily due to Cat Financial's
portfolio growth, resulting from strong new retail business and the
purchase of trade receivables from Caterpillar Inc.

     Selling, general, and administrative expenses were up $22 million,
principally the result of record new business levels which increased
provision for credit losses and depreciation on leased equipment.
Other increases due to growth were partially offset by favorable
reserve adjustments at Cat Insurance.

        Interest expense was $32 million higher due to increased
borrowings to support the larger portfolio.

INCOME TAXES
     Fourth-quarter 1998 tax expense reflects an effective tax rate of
24% and includes a favorable adjustment to recognize deferred tax
assets at certain European subsidiaries.  The fourth-quarter 1997
effective tax rate was 33%.

UNCONSOLIDATED AFFILIATED COMPANIES
     The company's share of unconsolidated affiliated companies'
results was a loss of $7 million in  1998, compared with profit of $12
million in 1997.  The major factor for the decrease was less favorable
results at Shin Caterpillar Mitsubishi Ltd., including a fourth-quarter
1998 adjustment to write off certain deferred tax assets.



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 $1.73 billion for 1998, an increase of $861
million from 1997.  This increase was primarily due to the sale of $1.2
billion in receivables to Cat Financial that was partially offset by
unfavorable changes in accounts payable and inventories.  The sale of
receivables to Cat Financial (and a portion of Cat Financial's
increased debt) was related to the financing of the Perkins
acquisition.

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

                          Dec.    Dec.     Dec.    Dec.     Dec.    Dec.
                          31,     31,      31,     31,      31,     31,
                         1998    1997     1998    1997     1998    1997
Profit after tax        $1,513  $1,665   $1,513  $1,665     $193    $131
   Depreciation and        865     738      697     599      168     139
     amortization
   Change in working
     capital -
     excluding cash
     and debt           (1,359)   (552)     889    (248)  (2,249)  (304)
   Capital expenditures
     excluding
     equipment leased
     to others            (925)   (824)    (918)   (819)      (7)    (5)
   Expenditures for
     equipment leased to
     others, net of
     disposals            (203)   (144)       8      10     (211)  (154)
   Dividends paid         (400)   (338)    (400)   (338)     (49)   (28)

Net Free Cash Flow       (509)     545    1,789     869  (2,155)   (221)

Other significant cash
flow items:
   Treasury shares
     purchased           (567)    (706)    (567)   (706)      -      -
   Net (increase)
     decrease in long-
     term finance
     receivables        (1,177)   (501)      -       -    (1,177)  (501)
   Net increase
    (decrease) in debt   3,884   1,109      628     298    3,256    811
   Investments and
     acquisitions - (net
     of cash acquired)  (1,428)    (59)  (1,428)    (59)      -      -
   Prefunding of
     employee benefit
     plans                (200)   (200)    (200)   (200)      -      -
   Other                    65    (383)    (160)   (406)      82   (80)

Change in cash and
  short-term investments   $68   $(195)     $62   $(204)      $6    $9


* 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 and
debt" and "Capital expenditures excluding equipment leased to others"
exclude $74 million and $368 million, respectively, included in the
"Investments and acquisitions - (net of cash acquired)" line for the
year ended December 31, 1998;  line titled "Change in working capital -
excluding cash and debt" excludes $7 million for the year ended
December 31, 1997.

EMPLOYMENT
     At the end of 1998, Caterpillar's worldwide employment was 65,824
compared with 59,863 one year ago.  Hourly employment increased 2,459
to 36,707; salaried and management employment increased 3,502 to
29,117.  The increases was almost entirely the result of acquisitions.



OUTLOOK

Summary
     World economic growth in 1999 is forecast to be similar to 1998 as
improvement in Asia offsets slower growth in the Western Hemisphere and
continued recession in Japan.  Combined with low prices for metals and
oil, this outlook is expected to result in slightly lower industry
demand for construction and mining machinery.
     While machine demand is forecast to remain close to 1998 levels in
the United States, lower demand in Japan, Latin America, Canada and
Australia should more than offset higher demand in Europe.  Low prices
for agricultural commodities are expected to depress worldwide industry
demand for agricultural equipment.
     Worldwide industry demand for engines is forecast to be down
slightly due to low oil prices and a softening in the OEM markets,
including on-highway trucks.  While declines are expected in the
Western Hemisphere, demand elsewhere should remain near 1998 levels.
     In this environment, company sales and revenues for 1999 are
expected to be slightly below 1998's record levels.  Profit is expected
to be moderately lower primarily because of the sales volume decrease
and the continuing competitive pricing environment.  As indicated at
the end of the third quarter, our growth initiatives unfavorably
impacted 1998 profit by about 10%.  We expect that the dilutive effect
in 1999 will be less than 1998 as some programs near completion.  We
anticipate the impact of our growth initiatives to be accretive in
2000.

North America
     In the United States, Gross Domestic Product (GDP) growth is
forecast to slow from 3.7% in 1998 to about 2.5% in 1999.  Housing
starts should remain strong, and the new six-year highway spending bill
will significantly increase highway construction spending as well as
aggregates production.  Metal mining and agriculture, however, are
expected to remain weak due to low worldwide prices.  Overall, industry
demand for machines is expected to remain at about last year's level.
Industry demand for engines is forecast to decline due to lower
on-highway truck and turbine engine demand.  In Canada, slower economic
growth is expected to result in slightly lower industry demand for both
machines and engines. Company sales for the region are forecast to
decline as dealers are not expected to increase new machine inventory
as they did in 1998 and as industry demand for engines declines.

EAME
     In Western Europe, GDP growth is expected to be about 2.7%,
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 is likely
to be flat to down, but turbine demand is forecast to improve.  In
Africa & Middle East weak growth and low commodity prices are likely to
keep industry demand for both machines and engines from exceeding 1998
levels.  In Russia continued recession and instability are forecast to
result in lower industry demand.  For the region as a whole, higher
European industry demand for construction and mining machinery should
lead to higher company sales.

Latin America
     As a result of the January 13th Brazilian currency devaluation,
recession is now forecast for the region.  Brazil is likely to
experience severe recession in the first half of 1999 which will likely
adversely impact neighboring countries, particularly Argentina.  The
whole region is expected to suffer from higher interest rates and
reductions in government spending as countries defend their currencies.
Mexico is expected to avoid recession although growth will likely slow.
For the region as a whole, industry demand for machines and engines is
forecast to decline significantly, leading to a drop in company sales.

Asia/Pacific
     In the Asia/Pacific region, the developing countries which
experienced severe recession in 1998 should begin to stabilize and
China should continue to grow at about 7%.  As a result, GDP for
developing Asia is expected to increase from .6% in 1998 to 3.3% in
1999.  Industry demand for machines is forecast to be flat with an
increase in China offsetting continued decline in Southeast Asia and
Korea.  Industry demand for engines should also be about flat.  Japan
is expected to remain in recession with GDP forecast to fall 1% and
industry demand expected to further decline.  In Australia, slower
economic growth and low commodity prices will likely result in lower
industry demand for both machines and engines.  For the region as a
whole, company sales are forecast to be up slightly as higher sales in
developing Asia offset lower sales in Australia.

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.

Recent Events in Latin America
- ------------------------------
As a result of large currency devaluations starting January 13, 1999, Brazil 
is expected to be in severe recession at least through the first half 
due to high interest rates, reduced government spending and increased 
uncertainty. Our outlook assumes the Brazilian congress will enact 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. If Brazil 
fails to enact the necessary measures, the currency could decline much 
further and interest rates would likely have to increase much more 
resulting in severe recession in the second half as well. In either case, 
recession in Brazil will impact growth prospects in other Latin American 
countries, particularly Argentina. Consequently, Gross Domestic 
Product (GDP) growth for Latin America is likely to be flat for 1999, 
resulting in significantly lower industry demand for machinery and 
engines.

Events in Asia, Latin America and Russia
- ------------------------------------------------------------
Unforeseen events in Asia, Latin America, Russia or elsewhere could 
impact sales.  Our current assessment calls for continued recession in 
Japan, Korea, Thailand, Indonesia, Malaysia, and Hong Kong and recession 
or weak growth in many other Southeast Asian developing countries. Brazil 
and Venezuela are forecast to be in outright recession with other countries 
like Argentina very near recession. 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 
stabilize over the next several months and that the impact of these events 
is limited primarily to the region itself and to lower world commodity 
prices.  If the region's currencies and/or stock markets fail to stabilize, 
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 
is 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 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 1998, 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. 



Caterpillar's latest financial results and current outlook are also
available via :

Telephone:
     (800) 228-7717 (Inside the United States and Canada)
     (201) 332-8602 (Outside the United States and Canada)

Internet:
     http://www.CAT.com

James F. Masterson
Director of Investor Relations
Caterpillar Inc.
January 19, 1999
Website:  http://www.CAT.com/investor
E-mail:  [email protected]


                    "Financial Pages Follow"


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

                                       Machinery &     Financial
                       Consolidated     Engines *      Products
                        Dec.    Dec.    Dec.   Dec.    Dec.  Dec.
                        31,     31,     31,    31,     31,   31,
                       1998    1997     1998   1997   1998  1997
Sales and revenues:
  Sales of Machinery
    & Engines          $5,136  $4,977  $5,136 $4,977  $   - $   -
  Revenues of
    Financial Products    270     216     -      -      305   222
       Total sales
         and revenues   5,406   5,193   5,136  4,977    305   222

Operating costs:
  Cost of goods sold    3,971   3,665   3,971  3,665    -     -
  Selling, general,
    and administrative
    expenses              709     626     605    544    110    88
  Research and development
    expenses              160     144     160    144    -     -
  Interest expense of
    Financial Products    132     101     -      -      136   104
       Total operating
         costs          4,972   4,536   4,736  4,353    246   192

Operating Profit          434     657     400    624     59    30

  Interest expense
    excluding Financial
    Products               66      56      66     56     -    -
  Other income (expense)   40      55      (6)    32     21    26

Consolidated profit
  before taxes            408     656     328    600     80    56

  Provision for
    income taxes          100     217      72    200     28    17
  Profit of consolidated
    companies             308     439     256    400     52    39

  Equity in profit of
    unconsolidated
    affiliates             (7)     12      (7)    12    -     -
  Equity in profit of
    Financial Products
    subsidiaries            -       -      52     39    -     -

Profit                   $301    $451    $301   $451    $52   $39

Profit per share of
  common stock          $0.84   $1.22
Profit per share of
  common stock
  - assuming dilution   $0.83   $1.20

Weighted average
  shares outstanding
    Basic (thousands) 358,073 369,833
    Assuming dilution
     (thousands)      362,586 375,585
* 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 CONSOLIDATED RESULTS OF OPERATIONS
                        FOR THE YEAR ENDED
            (Millions of dollars except per share data)

                                         Machinery &      Financial
                      Consolidated        Engines*        Products
                       Dec.    Dec.      Dec.    Dec.     Dec.  Dec.
                       31,     31,       31,     31,      31,   31,
                      1998    1997      1998    1997     1998  1997
Sales and revenues:
  Sales of Machinery
    & Engines        $19,972 $18,110   $19,972 $18,110   $ -   $ -
- -     -
  Revenues of
    Financial
    Products           1,005     815       -       -     1,117   839
       Total sales
         and revenues 20,977  18,925    19,972  18,110   1,117   839

Operating costs:
  Cost of goods sold  15,031  13,374    15,031  13,374     -     -
  Selling, general,
    and administrative
    expenses           2,561   2,232     2,210   1,932     377   324
  Research and
    development
    expenses             643     528       643     528     -     -
  Interest expense
    of Financial
    Products             489     361       -       -       501   373
        Total
          operating
          costs       18,724  16,495    17,884  15,834     878   697

Operating Profit       2,253   2,430     2,088   2,276     239   142

  Interest expense
    excluding Financial
    Products             264     219       264     219      -    -
   Other income
    (expense)            185     202        46     153      65    61

Consolidated profit
  before taxes         2,174   2,413     1,870   2,210     304   203

  Provision for
    income taxes         665     796       554     724     111    72
  Profit of
    consolidated
    companies          1,509   1,617     1,316   1,486     193   131

  Equity in profit
    of unconsolidated
    affiliates             4      48         4      48     -     -
  Equity in profit
    of Financial
    Products
    subsidiaries          -       -         193     131     -     -

Profit                $1,513  $1,665     $1,513  $1,665    $193  $131

Profit per share
  of common stock      $4.17   $4.44

Profit per share
  of common stock
  - assuming dilution  $4.11   $4.37

Weighted average
  shares outstanding
   Basic (thousands) 363,189 375,125
   Assuming dilution
    (thousands)      368,130 380,541

* 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)
                                          Dec.            Dec.
                                          31,             31,
                                         1998            1997
Assets
  Current assets:
    Cash and short-term investments        $360            $292
    Receivables -- trade and other        3,660           3,331
    Receivables -- finance                3,516           2,660
    Deferred income taxes and prepaid
      expenses                            1,081             928
    Inventories                           2,842           2,603
  Total current assets                   11,459           9,814

  Property, plant, and equipment -- net   4,866           4,058
  Long-term receivables -- trade and
    other                                    85             134
  Long-term receivables -- finance        5,058           3,881
  Investments in unconsolidated
    affiliated companies                    773             751
  Deferred income taxes                     955           1,040
  Intangible assets                       1,241             228
  Other assets                              691             850
Total Assets                            $25,128         $20,756

Liabilities
  Current liabilities:
    Short-term borrowings:
       -- Machinery & Engines               $49             $53
       -- Financial Products                760             431
    Accounts payable and accrued
      expenses                            3,558           3,358
    Accrued wages, salaries, and
      employee benefits                   1,217           1,128
    Dividends payable                       107              92
    Deferred and current income taxes
      payable                                15             175
    Long-term debt due within one year:
       -- Machinery & Engines                60              54
       -- Financial Products              2,179           1,088
  Total current liabilities               7,945           6,379

  Long-term debt due after one year:
       -- Machinery & Engines             2,993           2,367
       -- Financial Products              6,411           4,575
  Liability for postemployment benefits   2,590           2,698
 Deferred income taxes and other
    liabilities                              58              58
Total Liabilities                        19,997          16,077
Stockholders' Equity
  Common stock                            1,063           1,071
  Profit employed in the business         6,123           5,026
  Accumulated other comprehensive
    income                                    1              95
  Treasury stock                         (2,056)         (1,513)
Total Stockholders' Equity                5,131           4,679
Total Liabilities and Stockholders'
  Equity                                $25,128         $20,756


                                      ###




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:  January 20, 1999




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