EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 2000, relating to
the financial statements, which appears on page A-3 of the Appendix to
the 2000 Annual Meeting Proxy Statement of Caterpillar Inc., which is
incorporated by reference in Caterpillar Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1999.
PRICE WATERHOUSE COOPERS LLP
Peoria, Illinois
July 13, 2000
