SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K


Current Report


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):   December 16, 1996


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



Delaware
(State or other jurisdiction of incorporation)



1-768  
(Commission File Number)


37-0602744 
(IRS Employer I.D. No.)


100 NE Adams Street, Peoria, Illinois
(Address of principal executive offices)


61629 
(Zip Code)


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


Item 5.  Other Events

     Caterpillar Inc. is announcing that negotiations between Fried. Krupp AG 
and Caterpillar have been concluded and MaK will become part of Caterpillar 
Inc. later this month.  Based in Kiel, MaK is one of the world's leading 
producers of medium-speed diesel engines.  Caterpillar said the agreement has 
been approved by both companies, as well as by the appropriate regulatory 
agencies.

     "Caterpillar is proud to make this announcement and welcomes MaK into the 
Caterpillar family," said Donald G. Western, Caterpillar vice president.  "MaK 
is a well-managed company with dedicated people, state-of-the-art design and 
technology, and a solid customer base.  And they have significant growth 
potential - in markets, technology and products.  We are looking forward to 
working with our MaK colleagues."  Caterpillar intends for MaK's employee team 
and facilities to stay in place and to operate MaK as a separate entity in 
association with Caterpillar's existing engine businesses," Western said.  
"Caterpillar will provide financial and other resources to help MaK maximize 
its opportunities through new products, new markets and new technology.  This 
combination offers tremendous benefits to MaK's employees and customers."

     Western noted that MaK's heavy fuel dominated product line complements 
and extends the upper end of Caterpillar's engine product line.  "Caterpillar 
and MaK fit together well," he said.  "The addition of the MaK engine product 
family allows Caterpillar to broaden its product offerings.  At the same time, 
Caterpillar can broaden MaK's customer base, further expand MaK's already 
strong presence in the marine engine market and strengthen its position in the 
fast-growing electric power generation market.  As a result, we can better 
serve the increasingly demanding requirements of our customers worldwide."  
Western said that "MaK's and Caterpillar's customers will continue to receive 
the same high quality products through their existing distribution and support 
networks."

     "Adding MaK to the Caterpillar family fits perfectly with our focus on 
acquisitions in core business segments that have above-average growth 
potential," Western said.  "Selected acquisitions will continue to play a role 
in our growth strategy."

     The new company name - MaK Motoren GmbH - retains the well-known MaK 
brand name.  Located in Kiel for more than 100 years, MaK employs about 1,500 
people and had consolidated 1995 sales of DM 541 million (US$ 355 million).

     Caterpillar is one of the world's leading manufacturers of diesel engines 
for a wide range of applications, including highway trucks, ships, boats, 
electric power generation, and mining and agricultural equipment.  Engine 
sales accounted for about 25 percent of Caterpillar's total company sales of 
more than US$ 16 billion in 1995.  In addition to its engine businesses, 
Caterpillar is the world's largest manufacturer of construction and mining 
equipment, and industrial gas turbines.  Caterpillar has 54,500 employees and 
55 manufacturing facilities worldwide.

     With headquarters in Essen, Germany, Fried. Krupp AG is an international 
company with divisions in mechanical engineering, plant making, automotive, 
fabricating, steel, trade and services.  Krupp had 1995 sales of DM 23.5 
billion (US$ 15.4 billion).





SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                          CATERPILLAR INC.



                                          By:  /s/ R. Rennie Atterbury III 
                                               R. Rennie Atterbury III
                                                   Vice President


Date:  December 16, 1996