CATERPILLAR INC — Director's Dealing 2004

Apr 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2004-04-14

Reporting Person: GOODE DAVID R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-14	Option (NQ)	$81.27	J	4000	Acquired	2014-04-14	Common (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10208	Direct

Footnotes

F1: Included in this amount are 393 shares in dividend reinvestment.

F2: This option was granted with attached tax withholding rights.

F3: Grant to reporting person of option to buy 4000 shares of common stock under the company's 1996 Stock Option Plan in transaction exempt under old Rule 16B-3. The option becomes exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.