CATERPILLAR INC — Director's Dealing 2004

Apr 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MAGOWAN PETER A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Stock Units	$0	A	68	Acquired	1988-08-08	Common (68)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	21222	Direct
Common	1400	Indirect

Footnotes

F1: This amount includes 604 dividend reinvestment shares.

F2: The phantom stock units were accrued under the Caterpillar Inc. directors deferred compensation plan and are to be settled 100% in cash upon the reporting person's retirement. The stock was acquired in March 2004 at a price of $79.36 per share.

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

F4: Reporting person disclaims beneficial ownership.