SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Halverson Bradley M

(Last)

(First)

(Middle)

100 N.E. ADAMS STREET

(Street)

PEORIA

61629

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2004

3. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	5,813⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (ISO)⁽⁴⁾	06/11/1996⁽⁵⁾	06/11/2006	Common	750	$32.9062	D
Option (ISO)⁽⁴⁾	06/10/1997⁽⁵⁾	06/10/2007	Common	1,934	$51.6562	D
Option (NQ)⁽⁴⁾	06/10/1997⁽⁵⁾	06/10/2007	Common	2,106	$51.6562	D
Option (ISO)⁽⁴⁾	06/09/1998⁽⁵⁾	06/09/2008	Common	1,795	$55.6875	D
Option (NQ)⁽⁴⁾	06/09/1998⁽⁵⁾	06/09/2008	Common	2,245	$55.6875	D
Option (ISO)⁽⁴⁾	06/08/1999⁽⁵⁾	06/08/2009	Common	1,604	$62.3438	D
Option (NQ)⁽⁴⁾	06/08/1999⁽⁵⁾	06/08/2009	Common	4,696	$62.3438	D
Option (ISO)⁽⁴⁾	06/12/2000⁽⁵⁾	06/12/2010	Common	2,601	$38.4063	D
Option (NQ)⁽⁴⁾	06/12/2000⁽⁵⁾	06/12/2010	Common	1,849	$38.4063	D
Option (NQ)⁽⁴⁾	06/12/2001⁽⁵⁾	06/12/2011	Common	6,450	$53.53	D
Option (NQ)⁽⁴⁾	06/11/2002⁽⁵⁾	06/11/2012	Common	6,940	$50.715	D
Option (NQ)⁽⁴⁾	06/10/2003⁽⁵⁾	06/10/2013	Common	9,860	$54.285	D
Option (NQ)⁽⁴⁾	06/08/2004⁽⁵⁾	06/08/2014	Common	9,860	$77.255	D
Phantom Stock Units	⁽²⁾	⁽²⁾	Common	342	$0⁽³⁾	D

Explanation of Responses:

1. This amount includes 3616 shares in 401K and 232 shares in dividend reinvestment.

2. The reported phantom stock units were acquired under Caterpillar Inc.'s deferred employee investment plan and will be settled upon the reporting person's retirement or other termination of service.

3. Security converts to common stock on a one-for-one basis.

4. Stock option (right to buy) granted under company's 1996 Stock Option Plan.

5. Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.

Remarks:

	Bradley M. Halverson; L.J. Huxtable, POA	12/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.