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: 2003-07-24

Reporting Person: LAVIN RICHARD P (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-24	Common	M	2250	$32.9062	Acquired	14596	Direct
2003-07-24	Common	F	1149	$64.40	Disposed	13447	Direct
2003-07-25	Common	M	1225	$38.4063	Acquired	14672	Direct
2003-07-25	Common	F	734	$64.05	Disposed	13938	Direct
2003-07-25	Common	M	788	$32.9062	Acquired	14726	Direct
2003-07-25	Common	F	404	$64.05	Disposed	14322	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-24	Employee Stock Option	$32.9062	M	2250	Disposed	2006-06-11	Common (2250)	Direct
2003-07-25	Employee Stock Option	$38.4063	M	1225	Disposed	2010-06-12	Common (1225)	Direct
2003-07-25	Employee Stock Option	$32.9062	M	788	Disposed	2006-06-11	Common (788)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1	Indirect

Footnotes

F1: This amount includes 1421 shares in EIP-1, 1721 shares in 401K, 854 shares in SEIP and 99 shares 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.