CATERPILLAR INC — Director's Dealing 2006

Feb 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2006-02-24

Reporting Person: OBERHELMAN DOUGLAS R (Group President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-24	Phantom Stock Units	$	A	1505	Acquired		Common (1505)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	70180	Direct

Footnotes

F1: This amount includes 21,851 shares in 401K, 9094 shares in SEIP and 1537 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.