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CATERPILLAR ELECTS INCUMBENT DIRECTORS

 CATERPILLAR ELECTS INCUMBENT DIRECTORS
 PEORIA, Ill., April 8 /PRNewswire/ -- Four incumbent directors were


elected today to Caterpillar Inc.'s board of directors at the annual meeting of stockholders in Wilmington, Del. Each sought election to a three-year term expiring in 1995. The incumbents are:
 -- Walter H. Helmerich III, chairman and a director of Helmerich &
 Payne, Inc.
 -- Jerry R. Junkins, chairman, president and chief executive
 officer of Texas Instruments Incorporated.
 -- Charles F. Knight, chairman of the board, chief executive
 officer and a director of Emerson Electric Co.
 -- George A. Schaefer, former Caterpillar chairman of the board and
 chief executive officer.
 In a directors' meeting before the stockholder meeting, all current company officers were re-elected by the board.
 In other action at the annual meeting today, stockholders approved Price Waterhouse as independent auditors for the year 1992. In separate votes, stockholders rejected proposals which would have required:
 -- a board report on company ties to South Africa.
 -- shareholder approval prior to placing preferred stock.
 -- adoption of a policy that all proxies, ballots, and voting
 tabulations be kept confidential.
 -- the redemption of or a shareholder vote on the company's
 "poison pill" share purchase rights plan.
 -0- 4/8/92
 /CONTACT: Dick Stober of Caterpillar, 309-675-5548/
 (CAT) CO: Caterpillar Inc. ST: Illinois IN: MAC SU: PER


SM -- NY085 -- 6359 04/08/92 15:07 EDT
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Publication:PR Newswire
Date:Apr 8, 1992
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