CATERPILLAR INC — Director's Dealing 2003

Jul 28, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2003-07-25

Reporting Person: RAPP EDWARD J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-25	Common	M	1960	$26.7656	Acquired	11103	Direct
2003-07-25	Common	F	819	$64.05	Disposed	10284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-25	Employee Stock Option	$26.7656	M	1960	Disposed	2004-06-07	Common (1960)	Direct

Footnotes

F1: This amount includes 4885 shares in EIP-1, 845 shares in 401K and 1 share in dividend reinvestment.

F2: (Right to Buy) with tandem tax withholding rights.

F3: Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.