CATERPILLAR INC — Director's Dealing 2004

Aug 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2004-07-30

Reporting Person: PARKER JAMES J (Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-30	Phantom Stock Units	$0	A	29	Acquired		Common (29)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	7850	Direct

Footnotes

F1: This amount includes 6040 shares in 401K, 958 shares in SEIP and 7 shares in dividend reinvestment.

F2: Security converts to common stock on a one-for-one basis.

F3: 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.