SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
THOMPSON RICHARD L
(Last) (First) (Middle)
100 N.E. ADAMS STREET
(Street)
PEORIA IL 61629-7250
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group President
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2003
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common 08/13/2003 M 45,500 A $51.6562 140,726 D
Common 08/13/2003 F 37,033 D $70.16 103,693 D
Common 08/14/2003 M 1,934 A $51.6562 105,627 D
Common 08/14/2003 F 1,416 D $70.51 104,211 D
Common 08/14/2003 M 2,566 A $51.6562 106,777 D
Common 08/14/2003 F 2,081 D $70.51 104,696 D
Common 08/14/2003 M 20,334 A $50.715 125,030 D
Common 08/14/2003 F 16,306 D $70.51 108,724(1) D
Common 25,039(4) I Owned by Wife
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option(2) $51.6562 08/13/2003 M 45,500 08/08/1988(3) 06/10/2007 Common 45,500 $0 0 D
Employee Stock Option(2) $51.6562 08/14/2003 M 1,934 08/08/1988(3) 06/10/2007 Common 1,934 $0 0 D
Employee Stock Option(2) $51.6562 08/14/2003 M 2,566 08/08/1988(3) 06/10/2007 Common 2,566 $0 0 D
Employee Stock Option(2) $50.715 08/14/2003 M 20,334 08/08/1988(3) 06/11/2012 Common 20,334 $0 0 D
Explanation of Responses:
1. This amount includes 18,136 shares in 401K, 7317 shares in SEIP and 5816 shares in dividend reinvestment.
2. (Right to Buy) with tandem tax withholding rights.
3. Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.
4. This amount includes 3667 shares in dividend reinvestment.
Remarks:
Richard L. Thompson; L.J. Huxtable, POA 08/15/2003
** 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 4 (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.