May 2, 2005


Mail Stop 03-06


James B. Buda
Vice President, General Counsel and Secretary
Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629-7310

Re:	Caterpillar Inc.
      Amendment No. 2 to Registration Statement on Form S-4
      Filed April 28, 2005
		File No. 333-121003

Dear Mr. Buda:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Material U.S. Federal Tax Consequences - Page 27
1. We note your response to comment 3, including your statement
that
you have identified throughout this section the specific tax
consequences that represent the opinion of counsel.  Particularly
given the length and complexity of your tax consequences
discussion,
please revise the introductory paragraph of this section to
include a
brief bullet-point list of the specific tax consequences upon
which
counsel has opined.  Please also revise that paragraph to briefly
identify the consequences upon which counsel is unable to opine.



Tax Treatment of the Exchange - Page 28
2. Please revise your disclosure in this section and on pages 4-5
of
the summary section to state more clearly the tax consequences
upon
which counsel has opined and to state with greater precision any
factual assumptions upon which those opinions are dependent.  For
example, we note that several of counsel`s statements of opinion
are
qualified by language such as "it is impossible to know with
certainty," "unless there is a change in interest rates," "unless
there is a substantial change in interest rates," "based on
current
facts," and "in such event."  Providing a short-form tax opinion
does
not modify counsel`s obligation to clearly and unambiguously state
the matters upon which counsel is opining and any factual
assumptions
upon which those opinions are based; the primary difference
between a
short-form opinion and a long-form opinion is that the corpus of
the
opinion that would otherwise be included in a long-form opinion is
instead included, with substantially the same clarity and
precision,
in the prospectus.  Thus, just as such qualifying language would
not
be appropriate in a long-form opinion, that qualifying language is
not appropriate in the prospectus when counsel is providing a
short-
form opinion.  For example, if an opinion with respect to a
particular material tax consequence is dependent upon future
interest
rates, the disclosure in the opinion should state the range of
future
interest rates for which counsel is able to give the stated
opinion
and also include counsel`s opinion, if any, if future interest
rates
are ultimately outside of that range.


Exhibit 8
3. The last paragraph of the opinion implies that shareholders are
not entitled to rely on the opinion.  Please remove the
disclaimer.



* * * * *



      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.


Please contact Mary Beth Breslin at (202) 942-2914 or me at (202)
942-7924 with any other questions.


Sincerely,



							David Ritenour
      Special Counsel

cc (via fax):	Sean McKessy, Esq.



Caterpillar Inc.
May 2, 2005
Page 1