CATERPILLAR INC — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2004-03-31

Reporting Person: BAHAJ ALI M (Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Stock Units	$0	A	24	Acquired	1988-08-08	Common (24)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	15170	Direct
Common	195	Indirect

Footnotes

F1: This amount includes 8543 shares in EIP-1, 34 shares in SEIP and 42 shares in dividend reinvestment.

F2: Reporting person disclaims beneficial ownership.

F3: Security converts to common stock on a one-for-one basis.

F4: 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.