Registration No. -  333-_______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                 ____________

                                   FORM S-8

             REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OF 1933
                                 ____________

                                 CATERPILLAR INC.
              (Exact name of Registrant as specified in its charter)

           DELAWARE                                37-0602744
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)            Identification Number)

        100 NE ADAMS STREET,
          PEORIA, ILLINOIS                             61629
(Address of principal executive offices)             (Zip Code)

                    DEFERRED EMPLOYEES' INVESTMENT PLAN
                        (Full title of the plan)


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


                         R. RENNIE ATTERBURY III
                Vice President, Secretary and General Counsel
                            Caterpillar Inc.
                          100 NE Adams Street
                         Peoria, IL  61629-7310
                 (Name and address of agent for service)



                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                               Proposed       Proposed
Title of                       Maximum        Maximum
Securities     Amount          Offering       Aggregate    Amount of
to be          to be           Price          Offering     Registration
Registered     Registered(1)   Per Unit(2)    Price(1)(3)  Fee     
-----------    ------------    -----------    ----------   ------------
Deferred                                             
Compensation   $40,000,000        100%        $10,000,000    $12,000
Obligations
--------------------------------------------------------------------------

(1) In U.S. dollars or the equivalent thereof in foreign denominated 
    currency or a composite currency.
(2) The Deferred Compensation Obligations are unsecured obligations of 
    Caterpillar Inc. to pay deferred compensation in the future in 
    accordance with the terms of the Caterpillar Inc. Deferred
    Employees' Investment Plan.
(3) Estimated solely for the purposes of calculating the registration 
    fee in accordance with Rule 457(c) under the Securities Act of 1933
    and exclusive of accrued interest, if any.

<PAGE>


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified by Part I of 
this Form S-8 Registration Statement (the "Registration Statement") will 
be sent or given to participants of the Deferred Employees' Investment 
Plan (the "Plan") of Caterpillar Inc., a Delaware corporation (the 
"Company"), as specified in Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").  Such document(s) are not being filed 
with the Securities and Exchange Commission but constitute, together with 
the documents incorporated by reference into the Registration Statement 
pursuant to Item 3 of Part II of the Registration Statement, a prospectus 
that meets the requirements of Section 10(a) of the Securities Act.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by the Company with the 
Commission and are hereby incorporated by reference in this Registration 
Statement:

     (a)  The Company's Annual Report on Form 10-K for the year ended 
          December 31, 1996 and quarterly report on Form 10-Q for the 
          quarter ended March 31, 1997.
 
     (b)  All documents subsequently filed by the Company with the 
          Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of 
          the Securities Exchange Act of 1934, prior to the filing of a 
          post-effective amendment which indicates that all securities 
          offered have been sold or which deregisters all securities then 
          remaining unsold, shall be deemed to be incorporated by 
          reference in this Registration Statement and to be a part hereof
          from the date of filing of such documents.

Item 4.  Description of Securities.

     Deferred Compensation Obligations
     ---------------------------------

     Pursuant to the terms of the Plan, eligible employees (each a 
"Participant") of the Company may elect to defer all or a portion of  
(1) their compensation not to exceed the excess of (a) 6% of their base 
salary over (b) the total amount deferred by them into Part 2 of the 
Caterpillar Inc. Employees' Investment Plan ("EIP") and into the 
Supplemental Employees' Investment Plan ("SEIP");  (2) the incentive 
compensation payable to them for a calendar year; or  (3)  base salary 
payable to them for a calendar year.  The portion of compensation deferred
under such elections are referred to herein as "Deferred Compensation 
Obligations".  Deferred Compensation Obligations will be unsecured general
obligations of the Company to pay the deferred compensation in the future 
in accordance with the terms of the Plan and will rank equally with other 
unsecured and unsubordinated indebtedness of the Company.

PAGE 2
<PAGE>

     Compensation deferred by a Participant ("Deferral") will be held in 
the general funds of the Company.  The Company will establish an 
individual bookkeeping account for each Participant.  Deferral amounts 
will be allocated to  Participant accounts in accordance with investment 
alternatives they select and the terms of the Plan.  Investment 
alternatives include i) an interest account;  ii) a stock account treated 
as though it were invested in Company common stock ("Stock Election"); or
iii) a mutual fund account or accounts treated as though it were invested 
in certain mutual funds specified in the Plan.  Deferrals invested under 
a Stock Election will accrue dividend equivalents and will be reinvested.
A Participant's account will in all other respects reflect share ownership
for events such as a stock split, but no voting rights will exist.

     All amounts in the Plan and the establishment of individual 
bookkeeping accounts shall not be deemed to have created a trust, and no 
Participant shall have an ownership interest in any such account.  A 
Participant's rights to any amounts credited to his account shall not be 
transferrable or assignable.

     Deferred Compensation Obligations are not subject to redemption, in 
whole or in part by Participants, except upon termination of employment 
or death as specified in the Plan.  The Company reserves the right to 
amend, merge, consolidate or terminate the Plan at any time, except that 
such action shall not adversely affect the amount that any Participant is 
entitled to receive, nor change the time of payment of any amount credited
to a Participant's account.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers

     Under our Bylaws, we are required to indemnify officers and 
directors to the full extent permitted under Delaware law.  Delaware law 
permits us to indemnify officers and directors against expenses, 
judgments, fines, and amounts paid in settlement if they acted in good 
faith and in a manner they reasonably believed to be in the best interests
of the company.  In a criminal action, indemnification is permissible if 
the officer or director had no reasonable cause to believe his conduct 
was unlawful.  Indemnification is not permissible if the officer or 
director is deemed liable to us by a court, unless the court otherwise 
determines indemnification is proper.

     Under our Certificate of Incorporation, no director is personally 
liable to us or any stockholder for a breach of fiduciary duty, unless 
the director is liable under Section 174 of Title 8 of the Delaware Code, 
has breached his or her duty of loyalty, has not acted in good faith, 
acted in a manner involving intentional misconduct or knowing violation 
of law, or has derived an improper personal benefit.

     Insurance carried by us provides (within limits and subject to 
certain exclusions) for reimbursement of amounts which (a) we may be 
required to pay as indemnities to officers or directors for claims made 
against them and (b) individual directors, officers and certain employees 
may become legally obligated to pay as the result of acts committed while 
acting in their corporate fiduciary capacities.

PAGE 3
<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index filed as part of this 
Registration Statement.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are 
               being made, a post-effective amendment to this Registration
               Statement:

               (i)  To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933;
 
              (ii)  To reflect in the prospectus any facts or events 
                    arising after the effective date of the Registration 
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, 
                    represent a fundamental change in the information set 
                    forth in the Registration Statement.  Notwithstanding 
                    the foregoing, any increase or decrease in volume of 
                    the securities offered (if the total dollar value of 
                    securities offered would not exceed that which was 
                    registered) and any deviation from the low or high 
                    end of the estimated maximum offering range may be 
                    reflected in the form of prospectus filed with the 
                    Commission pursuant to Rule 424(b) if, in the 
                    aggregate, the changes in volume and price represent 
                    no more than a 20% change in the maximum aggregate 
                    offering price set forth in the "Calculation of 
                    Registration Fee" table in the effective registration 
                    statement.
 
             (iii)  To include any material information with respect to 
                    the plan of distribution not previously disclosed in 
                    the registration statement or any material change to 
                    such information in the registration statement;

PAGE 4
<PAGE>

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the Registration Statement is on Form S-3, 
               Form S-8, or Form F-3 and the information required to be 
               included in a post-effective amendment by those paragraphs 
               is contained in periodic reports filed with or furnished 
               to the Securities and Exchange Commission by the Registrant
               pursuant to Section 13 or 15(d) of the Securities Exchange 
               Act of 1934 that are incorporated by reference in the 
               Registration Statement.

          (2)  That, for the purpose of determining any liability under 
               the Securities Act of 1933, each such post-effective 
               amendment shall be deemed to be a new registration 
               statement relating to the securities offered therein, and 
               the offering of such securities at that time shall be 
               deemed to be the initial bona fide offering thereof.
 
          (3)  To remove from registration by means of a post-effective 
               amendment any of the securities being registered which 
               remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933,
          each filing of the registrant's annual report pursuant to 
          section 13(a) or section 15(d) of the Securities Exchange Act 
          of 1934 (and, where applicable, each filing of an employee 
          benefit plan's annual report pursuant to section 15(d) of the 
          Securities Exchange Act of 1934) that is incorporated by 
          reference in the registration statement shall be deemed to 
          be a new registration statement relating to the securities 
          offered therein, and the offering of such securities at that 
          time shall be deemed to be the initial bona fide offering 
          thereof.
 
     (c)  Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers,
          and controlling persons of the registrant pursuant to the 
          foregoing provisions, or otherwise, the registrant has been 
          advised that in the opinion of the Securities and Exchange 
          Commission such indemnification is against public policy as 
          expressed in the Act and is, therefore, unenforceable. In the 
          event that a claim for indemnification against such liabilities 
          (other than the payment by the registrant of expenses incurred 
          or paid by a director, officer or controlling person of the 
          registrant in the successful defense of any action, suit or 
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the 
          registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of 
          appropriate jurisdiction the question whether such 
          indemnification by it is against public policy as expressed 
          in the Act and will be governed by the final adjudication of 
          such issue.

PAGE 5
<PAGE>

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Peoria, State of Illinois, on 
the 4th day of August, 1997.


                                                CATERPILLAR INC.
                                                  (Registrant)

                                     By:  /s/R. R. ATTERBURY III
Date: August 4, 1997                      R. R. Atterbury III, Secretary


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated.


August 4, 1997        /s/DONALD V. FITES         Chairman of the Board, 
                                                   Director and Chief
                                                   Executive Officer

August 4, 1997        /s/GLEN A. BARTON          Group President

August 4, 1997        /s/GERALD S. FLAHERTY      Group President

August 4, 1997        /s/JAMES W. OWENS          Group President

August 4, 1997        /s/RICHARD L. THOMPSON     Group President

August 4, 1997        /s/DOUGLAS R. OBERHELMAN   Vice President and 
                                                    Chief Financial Officer

August 4, 1997        /s/ROBERT R. GALLAGHER     Controller and 
                                                    Chief Accounting Officer

PAGE 6
<PAGE>

August 4, 1997        /s/LILYAN H. AFFINITO      Director

August 4, 1997        /s/W. FRANK BLOUNT         Director

August 4, 1997        /s/JOHN T. DILLON          Director

August 4, 1997        /s/DAVID R. GOODE          Director

August 4, 1997        /s/JAMES P. GORTER         Director

August 4, 1997        /s/PETER A. MAGOWAN        Director

August 4, 1997        /s/GORDON R. PARKER        Director

August 4, 1997        /s/GEORGE A. SCHAEFER      Director

August 4, 1997        /s/JOSHUA I. SMITH         Director

August 4, 1997        /s/CLAYTON K. YEUTTER      Director

PAGE 7
<PAGE>

EXHIBIT INDEX 

Exhibit
Number       Description

4            The Caterpillar Inc. Deferred Employees' Investment Plan, as 
             amended and restated (incorporated by reference from Exhibit 
             10(h) to Form 10-K for the year ended December 31, 1996, 
             Commission File No. 1 -768).


5            Opinion of Richard P. Konrath, Securities Counsel for Caterpillar 
             Inc., as to the legality of deferred compensation obligations.


23.1         The consent of Richard P. Konrath, Securities Counsel for 
             Caterpillar Inc., is contained in his opinion filed as Exhibit 5 
             to this Registration Statement.


23.2         Consent of Price Waterhouse LLP.

PAGE 8
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR DEFERRED EMPLOYEES' INVESTMENT PLAN", "secsgml_size_bytes": 17240}]
{"company-data": {"conformed-name": "CATERPILLAR INC", "cik": "0000018230", "assigned-sic": "3531", "irs-number": "370602744", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32853", "film-number": "97651442"}, "business-address": {"street1": "100 NE ADAMS ST", "city": "PEORIA", "state": "IL", "zip": "61629-7310", "phone": "3096751000"}, "former-company": {"former-conformed-name": "CATERPILLAR TRACTOR CO", "date-changed": "19860623"}}
Registration No. -  333-_______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                 ____________

                                   FORM S-8

             REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OF 1933
                                 ____________

                                 CATERPILLAR INC.
              (Exact name of Registrant as specified in its charter)

           DELAWARE                                37-0602744
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)            Identification Number)

        100 NE ADAMS STREET,
          PEORIA, ILLINOIS                             61629
(Address of principal executive offices)             (Zip Code)

                    DEFERRED EMPLOYEES' INVESTMENT PLAN
                        (Full title of the plan)

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

                         R. RENNIE ATTERBURY III
                Vice President, Secretary and General Counsel
                            Caterpillar Inc.
                          100 NE Adams Street
                         Peoria, IL  61629-7310
                 (Name and address of agent for service)

                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                               Proposed       Proposed
Title of                       Maximum        Maximum
Securities     Amount          Offering       Aggregate    Amount of
to be          to be           Price          Offering     Registration
Registered     Registered(1)   Per Unit(2)    Price(1)(3)  Fee     
-----------    ------------    -----------    ----------   ------------
Deferred                                             
Compensation   $40,000,000        100%        $10,000,000    $12,000
Obligations
--------------------------------------------------------------------------

(1) In U.S. dollars or the equivalent thereof in foreign denominated 
    currency or a composite currency.
(2) The Deferred Compensation Obligations are unsecured obligations of 
    Caterpillar Inc. to pay deferred compensation in the future in 
    accordance with the terms of the Caterpillar Inc. Deferred
    Employees' Investment Plan.
(3) Estimated solely for the purposes of calculating the registration 
    fee in accordance with Rule 457(c) under the Securities Act of 1933
    and exclusive of accrued interest, if any.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified by Part I of 
this Form S-8 Registration Statement (the "Registration Statement") will 
be sent or given to participants of the Deferred Employees' Investment 
Plan (the "Plan") of Caterpillar Inc., a Delaware corporation (the 
"Company"), as specified in Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").  Such document(s) are not being filed 
with the Securities and Exchange Commission but constitute, together with 
the documents incorporated by reference into the Registration Statement 
pursuant to Item 3 of Part II of the Registration Statement, a prospectus 
that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by the Company with the 
Commission and are hereby incorporated by reference in this Registration 
Statement:

     (a)  The Company's Annual Report on Form 10-K for the year ended 
          December 31, 1996 and quarterly report on Form 10-Q for the 
          quarter ended March 31, 1997.
 
     (b)  All documents subsequently filed by the Company with the 
          Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of 
          the Securities Exchange Act of 1934, prior to the filing of a 
          post-effective amendment which indicates that all securities 
          offered have been sold or which deregisters all securities then 
          remaining unsold, shall be deemed to be incorporated by 
          reference in this Registration Statement and to be a part hereof
          from the date of filing of such documents.

Item 4.  Description of Securities.

     Deferred Compensation Obligations
     ---------------------------------

     Pursuant to the terms of the Plan, eligible employees (each a 
"Participant") of the Company may elect to defer all or a portion of  
(1) their compensation not to exceed the excess of (a) 6% of their base 
salary over (b) the total amount deferred by them into Part 2 of the 
Caterpillar Inc. Employees' Investment Plan ("EIP") and into the 
Supplemental Employees' Investment Plan ("SEIP");  (2) the incentive 
compensation payable to them for a calendar year; or  (3)  base salary 
payable to them for a calendar year.  The portion of compensation deferred
under such elections are referred to herein as "Deferred Compensation 
Obligations".  Deferred Compensation Obligations will be unsecured general
obligations of the Company to pay the deferred compensation in the future 
in accordance with the terms of the Plan and will rank equally with other 
unsecured and unsubordinated indebtedness of the Company.

PAGE 2
Compensation deferred by a Participant ("Deferral") will be held in 
the general funds of the Company.  The Company will establish an 
individual bookkeeping account for each Participant.  Deferral amounts 
will be allocated to  Participant accounts in accordance with investment 
alternatives they select and the terms of the Plan.  Investment 
alternatives include i) an interest account;  ii) a stock account treated 
as though it were invested in Company common stock ("Stock Election"); or
iii) a mutual fund account or accounts treated as though it were invested 
in certain mutual funds specified in the Plan.  Deferrals invested under 
a Stock Election will accrue dividend equivalents and will be reinvested.
A Participant's account will in all other respects reflect share ownership
for events such as a stock split, but no voting rights will exist.

     All amounts in the Plan and the establishment of individual 
bookkeeping accounts shall not be deemed to have created a trust, and no 
Participant shall have an ownership interest in any such account.  A 
Participant's rights to any amounts credited to his account shall not be 
transferrable or assignable.

     Deferred Compensation Obligations are not subject to redemption, in 
whole or in part by Participants, except upon termination of employment 
or death as specified in the Plan.  The Company reserves the right to 
amend, merge, consolidate or terminate the Plan at any time, except that 
such action shall not adversely affect the amount that any Participant is 
entitled to receive, nor change the time of payment of any amount credited
to a Participant's account.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers

     Under our Bylaws, we are required to indemnify officers and 
directors to the full extent permitted under Delaware law.  Delaware law 
permits us to indemnify officers and directors against expenses, 
judgments, fines, and amounts paid in settlement if they acted in good 
faith and in a manner they reasonably believed to be in the best interests
of the company.  In a criminal action, indemnification is permissible if 
the officer or director had no reasonable cause to believe his conduct 
was unlawful.  Indemnification is not permissible if the officer or 
director is deemed liable to us by a court, unless the court otherwise 
determines indemnification is proper.

     Under our Certificate of Incorporation, no director is personally 
liable to us or any stockholder for a breach of fiduciary duty, unless 
the director is liable under Section 174 of Title 8 of the Delaware Code, 
has breached his or her duty of loyalty, has not acted in good faith, 
acted in a manner involving intentional misconduct or knowing violation 
of law, or has derived an improper personal benefit.

     Insurance carried by us provides (within limits and subject to 
certain exclusions) for reimbursement of amounts which (a) we may be 
required to pay as indemnities to officers or directors for claims made 
against them and (b) individual directors, officers and certain employees 
may become legally obligated to pay as the result of acts committed while 
acting in their corporate fiduciary capacities.

PAGE 3
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index filed as part of this 
Registration Statement.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are 
               being made, a post-effective amendment to this Registration
               Statement:

               (i)  To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933;
 
              (ii)  To reflect in the prospectus any facts or events 
                    arising after the effective date of the Registration 
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, 
                    represent a fundamental change in the information set 
                    forth in the Registration Statement.  Notwithstanding 
                    the foregoing, any increase or decrease in volume of 
                    the securities offered (if the total dollar value of 
                    securities offered would not exceed that which was 
                    registered) and any deviation from the low or high 
                    end of the estimated maximum offering range may be 
                    reflected in the form of prospectus filed with the 
                    Commission pursuant to Rule 424(b) if, in the 
                    aggregate, the changes in volume and price represent 
                    no more than a 20% change in the maximum aggregate 
                    offering price set forth in the "Calculation of 
                    Registration Fee" table in the effective registration 
                    statement.
 
             (iii)  To include any material information with respect to 
                    the plan of distribution not previously disclosed in 
                    the registration statement or any material change to 
                    such information in the registration statement;

PAGE 4
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the Registration Statement is on Form S-3, 
               Form S-8, or Form F-3 and the information required to be 
               included in a post-effective amendment by those paragraphs 
               is contained in periodic reports filed with or furnished 
               to the Securities and Exchange Commission by the Registrant
               pursuant to Section 13 or 15(d) of the Securities Exchange 
               Act of 1934 that are incorporated by reference in the 
               Registration Statement.

          (2)  That, for the purpose of determining any liability under 
               the Securities Act of 1933, each such post-effective 
               amendment shall be deemed to be a new registration 
               statement relating to the securities offered therein, and 
               the offering of such securities at that time shall be 
               deemed to be the initial bona fide offering thereof.
 
          (3)  To remove from registration by means of a post-effective 
               amendment any of the securities being registered which 
               remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933,
          each filing of the registrant's annual report pursuant to 
          section 13(a) or section 15(d) of the Securities Exchange Act 
          of 1934 (and, where applicable, each filing of an employee 
          benefit plan's annual report pursuant to section 15(d) of the 
          Securities Exchange Act of 1934) that is incorporated by 
          reference in the registration statement shall be deemed to 
          be a new registration statement relating to the securities 
          offered therein, and the offering of such securities at that 
          time shall be deemed to be the initial bona fide offering 
          thereof.
 
     (c)  Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers,
          and controlling persons of the registrant pursuant to the 
          foregoing provisions, or otherwise, the registrant has been 
          advised that in the opinion of the Securities and Exchange 
          Commission such indemnification is against public policy as 
          expressed in the Act and is, therefore, unenforceable. In the 
          event that a claim for indemnification against such liabilities 
          (other than the payment by the registrant of expenses incurred 
          or paid by a director, officer or controlling person of the 
          registrant in the successful defense of any action, suit or 
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the 
          registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of 
          appropriate jurisdiction the question whether such 
          indemnification by it is against public policy as expressed 
          in the Act and will be governed by the final adjudication of 
          such issue.

PAGE 5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Peoria, State of Illinois, on 
the 4th day of August, 1997.

                                                CATERPILLAR INC.
                                                  (Registrant)

                                     By:  /s/R. R. ATTERBURY III
Date: August 4, 1997                      R. R. Atterbury III, Secretary

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated.

August 4, 1997        /s/DONALD V. FITES         Chairman of the Board, 
                                                   Director and Chief
                                                   Executive Officer

August 4, 1997        /s/GLEN A. BARTON          Group President

August 4, 1997        /s/GERALD S. FLAHERTY      Group President

August 4, 1997        /s/JAMES W. OWENS          Group President

August 4, 1997        /s/RICHARD L. THOMPSON     Group President

August 4, 1997        /s/DOUGLAS R. OBERHELMAN   Vice President and 
                                                    Chief Financial Officer

August 4, 1997        /s/ROBERT R. GALLAGHER     Controller and 
                                                    Chief Accounting Officer

PAGE 6
August 4, 1997        /s/LILYAN H. AFFINITO      Director

August 4, 1997        /s/W. FRANK BLOUNT         Director

August 4, 1997        /s/JOHN T. DILLON          Director

August 4, 1997        /s/DAVID R. GOODE          Director

August 4, 1997        /s/JAMES P. GORTER         Director

August 4, 1997        /s/PETER A. MAGOWAN        Director

August 4, 1997        /s/GORDON R. PARKER        Director

August 4, 1997        /s/GEORGE A. SCHAEFER      Director

August 4, 1997        /s/JOSHUA I. SMITH         Director

August 4, 1997        /s/CLAYTON K. YEUTTER      Director

PAGE 7
EXHIBIT INDEX 

Exhibit
Number       Description

4            The Caterpillar Inc. Deferred Employees' Investment Plan, as 
             amended and restated (incorporated by reference from Exhibit 
             10(h) to Form 10-K for the year ended December 31, 1996, 
             Commission File No. 1 -768).

5            Opinion of Richard P. Konrath, Securities Counsel for Caterpillar 
             Inc., as to the legality of deferred compensation obligations.

23.1         The consent of Richard P. Konrath, Securities Counsel for 
             Caterpillar Inc., is contained in his opinion filed as Exhibit 5 
             to this Registration Statement.

23.2         Consent of Price Waterhouse LLP.

PAGE 8