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)

      Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan
                        (Full title of the plan)

                         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)

                            (309) 675-4429
        (Telephone number, including area code, 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     Per Share(1)      Price(1)            Fee     
- -----------     ----------     ------------      ----------     ------------
                7,000,000                                       
Common Stock       shares       $62.6875         $438,812,500    $151,314.66
- -----------------------------------------------------------------------------

(1)Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h), based upon a price of 
$62.6875 per share for 7,000,000 shares of Common Stock, such price being the
average of the high and low prices of the Common Stock reported for the 
shares on the New York Stock Exchange on May 8, 1996, a date within five 
business days prior to the date of filing this Registration Statement.  
Associated with the Common Stock are preferred stock purchase rights that 
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events. 

<PAGE>

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by Caterpillar Inc. ("Company") with the 
Securities and Exchange Commission are incorporated herein by reference:

     (1)   The Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995;

     (2)   The Company's quarterly report on Form 10-Q for the first quarter
           of 1996 ended March 31, 1996;

     (3)   The Company's definitive proxy statement dated March 1, 1996 filed
           in connection with its April 10, 1996 Annual Meeting of
           Stockholders;

     (4)   The description of the Company's Common Stock contained in Form 
           S-3 filed on May 6, 1991 (Registration No. 33-40393), including 
           any amendment or report filed with the Commission for the purpose
           of updating such description.

     (5)   The description of the Company's Preferred Stock Purchase Rights 
           contained in Form S-3 filed on May 6, 1991 (Registration No.
           33-40393), including any amendment or report filed with the
           Commission for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all 
securities to be granted under the Plan have been granted or which 
deregisters all securities then remaining ungranted, shall be deemed to be 
incorporated by reference in the Registration Statement and to be part 
thereof from the date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

<PAGE>

Item 6.     Indemnification of Directors and Officers.

            Section 145 of the General Corporation Law of Delaware authorizes
the Company to indemnify its directors and officers under specified 
circumstances.  Article V of the Company's Bylaws provides in effect that 
the Company shall provide certain indemnification to such persons.  Article 
Ninth of the Company's Restated Certificate of Incorporation provides that 
a director shall not be liable to the Company or its stockholders for any 
breach of fiduciary duty except in certain circumstances.  The Company has
purchased directors' and officers' liability insurance in the amounts and
subject to the conditions set forth in such policies.

Item 7.     Exemption from Registration.

            Not applicable.

Item 8.     Exhibits.

            The following exhibits are filed as part of this registration
statement:

      Exhibit
      Number              Description 
    -----------         -----------------------------------------------------
      4.1 	            Restated Certificate of Incorporation (incorporated 
                        by reference from Exhibit 3(a)(i) to Form 10-K for the
                        year ended December 31, 1994, Commission File No.
                        1-768). 

      4.2               Bylaws (incorporated by reference from exhibit 3(ii)
                        to Form 10-Q for the quarter ended September 30, 
                        1995, Commission File No. 1-768). 

      4.3               Rights Agreement dated as of November 12, 1986,
                        between Caterpillar Inc., the Registrant hereunder,
                        and First Chicago Trust Company of New York (formerly
                        Morgan Shareholder Services Trust Company)
                        (incorporated by reference from Exhibit 10(a) to Form
                        10-K for the year ended December 31, 1990, Commission
                        File No. 1-768) and First Amendment to Rights
                        Agreement dated December 9, 1992 (incorporated by
                        reference from Exhibit 10(a) to Form 10-K for the year
                        ended December 31, 1992, Commission File No. 1-768). 

      23                Attached consent of Price Waterhouse LLP 


Item 9.     Undertakings.

            The Company 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 reflect 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 any material change to such information
                        in the Registration Statement; provided, however, 
                        that paragraphs (1)(i) and (1)(ii) above 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 Commission by the registrant
                        pursuant to Section 13 or Section 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.

            The Company further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company'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.

            Insofar as indemnification for liabilities arising under the
Securities Actof 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, 
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for 

<PAGE>

indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

<PAGE>

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Caterpillar
Inc. certifies that it has reasonable grounds to believe that it meets all 
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, and the State of Illinois, on this 13th
day of May, 1996.


                                              CATERPILLAR INC.
                                                (Registrant)



                                    By:  /s/R. R. ATTERBURY III       
Date: May 13, 1996                       R. R. Atterbury III, Secretary


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

May 13, 1996             /s/DONALD V. FITES          Chairman of the Board,
                                                     Director and Chief
                                                     Executive Officer 

May 13, 1996             /s/DOUGLAS R. OBERHELMAN    Vice President and  
                                                     Chief Financial Officer 

May 13, 1996             /s/ROBERT R. GALLAGHER      Controller and Chief
                                                     Accounting Officer 
  
May 13, 1996             /s/LILYAN H. AFFINITO        Director 

  	 	 
May 13, 1996             /s/W. FRANK BLOUNT           Director 

    	 	 
May 13, 1996             /s/DAVID R. GOODE            Director 

  	 	 
May 13, 1996             /s/JAMES P. GORTER           Director 

  	 	 
May 13, 1996             /s/JERRY R. JUNKINS          Director 

  	 	 
May 13, 1996             /s/PETER A. MAGOWAN          Director 

  	 	 
May 13, 1996             /s/GORDON R. PARKER          Director 

   	 	 
May 13, 1996             /s/GEORGE A. SCHAEFER        Director 

  	 	 
May 13, 1996             /s/JOSHUA I. SMITH           Director 

  	 	 
May 13, 1996             /s/CLAYTON K. YEUTTER        Director
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR CATERPILLAR INC. 1996 STOCK OPTION AND ", "secsgml_size_bytes": 12984}]
{"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": "333-03609", "film-number": "96561839"}, "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)

      Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan
                        (Full title of the plan)

                         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)

                            (309) 675-4429
        (Telephone number, including area code, 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     Per Share(1)      Price(1)            Fee     
- -----------     ----------     ------------      ----------     ------------
                7,000,000                                       
Common Stock       shares       $62.6875         $438,812,500    $151,314.66
- -----------------------------------------------------------------------------

(1)Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h), based upon a price of 
$62.6875 per share for 7,000,000 shares of Common Stock, such price being the
average of the high and low prices of the Common Stock reported for the 
shares on the New York Stock Exchange on May 8, 1996, a date within five 
business days prior to the date of filing this Registration Statement.  
Associated with the Common Stock are preferred stock purchase rights that 
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by Caterpillar Inc. ("Company") with the 
Securities and Exchange Commission are incorporated herein by reference:

     (1)   The Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995;

     (2)   The Company's quarterly report on Form 10-Q for the first quarter
           of 1996 ended March 31, 1996;

     (3)   The Company's definitive proxy statement dated March 1, 1996 filed
           in connection with its April 10, 1996 Annual Meeting of
           Stockholders;

     (4)   The description of the Company's Common Stock contained in Form 
           S-3 filed on May 6, 1991 (Registration No. 33-40393), including 
           any amendment or report filed with the Commission for the purpose
           of updating such description.

     (5)   The description of the Company's Preferred Stock Purchase Rights 
           contained in Form S-3 filed on May 6, 1991 (Registration No.
           33-40393), including any amendment or report filed with the
           Commission for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all 
securities to be granted under the Plan have been granted or which 
deregisters all securities then remaining ungranted, shall be deemed to be 
incorporated by reference in the Registration Statement and to be part 
thereof from the date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.
Item 6.     Indemnification of Directors and Officers.

            Section 145 of the General Corporation Law of Delaware authorizes
the Company to indemnify its directors and officers under specified 
circumstances.  Article V of the Company's Bylaws provides in effect that 
the Company shall provide certain indemnification to such persons.  Article 
Ninth of the Company's Restated Certificate of Incorporation provides that 
a director shall not be liable to the Company or its stockholders for any 
breach of fiduciary duty except in certain circumstances.  The Company has
purchased directors' and officers' liability insurance in the amounts and
subject to the conditions set forth in such policies.

Item 7.     Exemption from Registration.

            Not applicable.

Item 8.     Exhibits.

            The following exhibits are filed as part of this registration
statement:

      Exhibit
      Number              Description 
    -----------         -----------------------------------------------------
      4.1 	            Restated Certificate of Incorporation (incorporated 
                        by reference from Exhibit 3(a)(i) to Form 10-K for the
                        year ended December 31, 1994, Commission File No.
                        1-768). 

      4.2               Bylaws (incorporated by reference from exhibit 3(ii)
                        to Form 10-Q for the quarter ended September 30, 
                        1995, Commission File No. 1-768). 

      4.3               Rights Agreement dated as of November 12, 1986,
                        between Caterpillar Inc., the Registrant hereunder,
                        and First Chicago Trust Company of New York (formerly
                        Morgan Shareholder Services Trust Company)
                        (incorporated by reference from Exhibit 10(a) to Form
                        10-K for the year ended December 31, 1990, Commission
                        File No. 1-768) and First Amendment to Rights
                        Agreement dated December 9, 1992 (incorporated by
                        reference from Exhibit 10(a) to Form 10-K for the year
                        ended December 31, 1992, Commission File No. 1-768). 

      23                Attached consent of Price Waterhouse LLP 

Item 9.     Undertakings.

            The Company 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 reflect 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 any material change to such information
                        in the Registration Statement; provided, however, 
                        that paragraphs (1)(i) and (1)(ii) above 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 Commission by the registrant
                        pursuant to Section 13 or Section 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.

            The Company further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company'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.

            Insofar as indemnification for liabilities arising under the
Securities Actof 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, 
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Caterpillar
Inc. certifies that it has reasonable grounds to believe that it meets all 
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, and the State of Illinois, on this 13th
day of May, 1996.

                                              CATERPILLAR INC.
                                                (Registrant)

                                    By:  /s/R. R. ATTERBURY III       
Date: May 13, 1996                       R. R. Atterbury III, Secretary

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

May 13, 1996             /s/DONALD V. FITES          Chairman of the Board,
                                                     Director and Chief
                                                     Executive Officer 

May 13, 1996             /s/DOUGLAS R. OBERHELMAN    Vice President and  
                                                     Chief Financial Officer 

May 13, 1996             /s/ROBERT R. GALLAGHER      Controller and Chief
                                                     Accounting Officer 
  
May 13, 1996             /s/LILYAN H. AFFINITO        Director 

  	 	 
May 13, 1996             /s/W. FRANK BLOUNT           Director 

    	 	 
May 13, 1996             /s/DAVID R. GOODE            Director 

  	 	 
May 13, 1996             /s/JAMES P. GORTER           Director 

  	 	 
May 13, 1996             /s/JERRY R. JUNKINS          Director 

  	 	 
May 13, 1996             /s/PETER A. MAGOWAN          Director 

  	 	 
May 13, 1996             /s/GORDON R. PARKER          Director 

   	 	 
May 13, 1996             /s/GEORGE A. SCHAEFER        Director 

  	 	 
May 13, 1996             /s/JOSHUA I. SMITH           Director 

  	 	 
May 13, 1996             /s/CLAYTON K. YEUTTER        Director