April 15, 2005


Mail Stop 03-06


James B. Buda
Vice President, General Counsel and Secretary
Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629-7310

Re:	Caterpillar Inc.
      Amendment No. 1 to Registration Statement on Form S-4
      Filed March 23, 2005
		File No. 333-121003

Dear Mr. Buda:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Summary of the Exchange Offer - Page 2

Certain U.S. Federal Income Tax Consequences - Page 4
1. We note your response to comment 7, but continue to believe
that
additional summary disclosure regarding the material U.S. federal
income tax consequences of the exchange is appropriate.  As
previously requested, briefly identify all matters upon which tax
counsel has opined, all matters upon which tax counsel has given a
qualified opinion, and all matters upon which counsel is unable to
opine.  Please also discuss the consequences to investors in the
event that the early participation payments were ultimately
determined to constitute fees paid for investors` early tender.
Further, please revise the subheading here and elsewhere
throughout
the prospectus to substitute the word "material" for the word
"certain," consistent with your obligation to discuss all material
U.S. federal income tax consequences of the exchange and an
investment in the debentures.

Risk Factors - Page 9
The total exchange price will be determined based on the yield of
the
5.375% U.S. Treasury Note due February 15, 2031 at the price
determination time - Page 9
2. This risk factor caption currently includes only a statement of
fact.  Risk factor captions should describe the risk that results
from the fact or uncertainty discussed in the text of the risk
factor.  Please revise this risk factor caption to ensure it
describes the risk that you discuss in the text.


Certain U.S. Federal Tax Consequences - Page 27
3. We note your response to comment 16 and the revisions to the
first
paragraph of this section.  Please note, however, that it is not
appropriate for tax counsel to simply opine on the discussion of
the
tax consequences that appears in the prospectus.  Counsel must
opine
on specifically identified material tax consequences, and a
summary
of counsel`s opinion (or, if a short form tax opinion is being
provided, the corpus of counsel`s opinion itself) must appear in
the
prospectus.  You should also identify in the prospectus all
matters
upon which tax counsel has given a qualified opinion and all
matters
upon which counsel is unable to opine, and briefly discuss the
reasons for each qualified opinion and the reasons why counsel is
unable to opine on certain matters.  Please revise accordingly.
4. We note your responses to comments 7 and 18.  Since tax counsel
is
unable to give an unqualified opinion with respect to whether the
exchange will qualify as a tax-free recapitalization, please
revise
to discuss the alternative material U.S. federal income tax
consequences in the event the exchange is not treated as a
recapitalization.  Please also include appropriate risk factor
disclosure.

Exhibit Index
5. We note your representations in response to comments 16 and 19
that you will file by amendment both a New York legal opinion and
a
tax opinion.  Please note that we may have further comments
regarding
those opinions and the related disclosure in the prospectus once
we
have the opportunity to review those opinions.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.


      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-7924 with any other questions.


Sincerely,



							David Ritenour
      Special Counsel

cc (via fax):	Sean McKessy, Esq.



Caterpillar Inc.
April 15, 2005
Page 1