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)

                   SUPPLEMENTAL 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   $10,000,000        100%        $10,000,000    $3,000
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. Supplemental 
    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 Supplemental 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 their
compensation which would otherwise qualify as participant contributions 
under Part 1 and/or Part 2 of the Caterpillar Inc. Employees' Investment 
Plan ("EIP").  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, together with any employer
contribution, ("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.

PAGE 3
<PAGE>

     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.

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. Supplemental Employees' Investment Plan, as 
             amended and restated (incorporated by reference from Exhibit 
             10(d) 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 SUPPLEMENTAL EMPLOYEES' INVESTMENT PLAN", "secsgml_size_bytes": 17016}]
{"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": "333-32851", "film-number": "97651439"}, "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)

                   SUPPLEMENTAL 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   $10,000,000        100%        $10,000,000    $3,000
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. Supplemental 
    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 Supplemental 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 their
compensation which would otherwise qualify as participant contributions 
under Part 1 and/or Part 2 of the Caterpillar Inc. Employees' Investment 
Plan ("EIP").  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, together with any employer
contribution, ("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.

PAGE 3
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.

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. Supplemental Employees' Investment Plan, as 
             amended and restated (incorporated by reference from Exhibit 
             10(d) 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