SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

INGS DONALD M

(Last)

(First)

(Middle)

954 NC 42 EAST

(Street)

CLAYTON

27520

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	07/28/2003		M		3,736	A	$26.7656	46,759	D
Common	07/28/2003		F		1,530	D	$65.355	45,229	D
Common	07/28/2003		M		12,264	A	$26.7656	57,493	D
Common	07/28/2003		F		7,371	D	$65.355	50,122	D
Common	07/28/2003		M		3,316	A	$30.1562	53,438	D
Common	07/28/2003		F		1,530	D	$65.355	51,908	D
Common	07/28/2003		M		17,684	A	$30.1562	69,592	D
Common	07/28/2003		F		11,249	D	$65.355	58,343⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽³⁾	$26.7656	07/28/2003		M			3,736	08/08/1988⁽²⁾	06/07/2004	Common	3,736	$0	0	D
Employee Stock Option⁽³⁾	$26.7656	07/28/2003		M			12,264	08/08/1988⁽²⁾	06/07/2004	Common	12,264	$0	0	D
Employee Stock Option⁽³⁾	$30.1562	07/28/2003		M			3,316	08/08/1988⁽²⁾	06/06/2005	Common	3,316	$0	0	D
Employee Stock Option⁽³⁾	$30.1562	07/28/2003		M			17,684	08/08/1988⁽²⁾	06/06/2005	Common	17,684	$0	0	D

Explanation of Responses:

1. This amount includes 9731 shares in EIP-1, 5244 shares in 401K, 4504 shares in SEIP and 76 shares in dividend reinvestment.

2. Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs. 1/3 after 3 yrs.

3. (Right to Buy) with tandem tax withholding rights.

Remarks:

	D. M. Ings; L.J. Huxtable, POA	07/30/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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