SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                 FORM 8-A/A


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) or (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                        CUMMINS ENGINE COMPANY, INC.
            (Exact Name of Registrant as specified in its Charter)


             Indiana                                 35-0257090
(State of Incorporation or Organization)           (I.R.S. Employer
                                                 Identification) No.)

        500 Jackson Street
             Box 3005
        Columbus, Indiana                         47202-3005
(Address of Principal Executive Office)           (Zip Code)


If this Form relates to the                     If this Form relates to the
registration of a class of debt                 registration of a class of
securities and is effective upon                debt securities and is to
filing pursuant to General                      become effective
Instruction A(c)(1) please check                simultaneously with the
the following box:  [ ]                         effectiveness of a
                                                concurrent registration
                                                statement under the
                                                Securities Act of 1933
                                                pursuant to General
                                                Instruction A(c)(2) please
                                                check the following box:
                                                [ ]

Securities to be Registered Pursuant to Section 12(b) of the Act:

     Title of Each Class                    Name of Each Exchange on Which
     to be so Registered:                   Each Class is to be Registered:
     ____________________                   _______________________________

     Common Stock Purchase Rights           New York Stock Exchange
                                            Pacific Stock Exchange

Securities to be Registered Pursuant to Section 12(g) of the Act:

                                                   None
                                             (Title of Class)


     This Amendment No. 8 on Form 8-A/A dated as of July 9, 1996, is hereby
filed to supplement and amend the information set forth in the Registration
Statement on Form 8-A dated January 8, 1987, filed by Cummins Engine
Company, Inc. and the information set forth in the amendments thereto on
Form 8-K dated July 13, 1990 and on Form 8-A dated December 22, 1988,
August 24, 1989, November 7, 1990, November 1, 1993 and January 12, 1994
respectively.  All capitalized terms not defined herein have the meanings
ascribed to such terms in the Rights Agreement (as defined herein).


Item 1.  Description of Registrant's Securities to be Registered.

     On July 9, 1996, the Board of Directors of Cummins Engine Company,
Inc., an Indiana corporation (the "Company"), approved Amendment No. 8 to
that certain Rights Agreement dated as of September 9, 1986 (the
"Amendment"), between the Company and First National Bank of Chicago, a
national banking association, as Rights Agent (the "Rights Agent") (as
amended, the "Rights Agreement").

     The Amendment, among other things, (a) extends the Expiration Date of
the Rights from September 30, 1996, to September 30, 2006, and (b) makes
changes to reflect that Tenneco Inc., a Delaware corporation, and its
affiliates no longer have an interest in the Company.


Item 2.  Exhibits.

5.   (a)  Amendment No. 8 to the Rights Agreement dated as of July 9,
          1996.

     (b)  Rights Agreement, as amended and restated.


                              SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.

                                         Cummins Engine Company, Inc.



Date: July 15, 1996                       By:  /s/ Mark R. Gerstle
                                              ________________________
                                              Mark R. Gerstle
                                              Vice President - General
                                              Counsel and Secretary