S-3

Registration No. - 333-_________

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________
FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________
CATERPILLAR INC. (Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	37-0602744 (IRS Employer Identification Number)
100 NE Adams Street, Peoria, Illinois (Address of principal executive offices)	61629 (Zip Code)
Registrant's telephone number, including area code: (309) 675-1000
R. RENNIE ATTERBURY III Vice President, General Counsel and Secretary Caterpillar Inc. 100 NE Adams Street Peoria, IL 61629-7310

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: __

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: X 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: __

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: __

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. __

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Unit(2)	Proposed Maximum Aggregate Offering Price(1) (2)	Amount of Registration Fee
Debt Securities	$600,000,000	$600,000,000	$600,000,000	$150,000.00
In U.S. dollars or the equivalent thereof in foreign denominated currency or a composite currency. Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933 and exclusive of accrued interest, if any.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

 

 CATERPILLAR

  PROSPECTUS

$600,000,000
DEBT SECURITIES

Caterpillar Inc.
100 NE Adams Street
Peoria, IL 61629
(309) 675-1000

Caterpillar Inc. intends to offer at one or more times Debt Securities with a total value not to exceed $600,000,000. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest.

 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities & Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

These securities have not been approved by the Securities & Exchange Commission or any state securities commission, nor have these organizations passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2001

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION
INFORMATION ABOUT THE COMPANY
PROSPECTUS SUPPLEMENT
USE OF PROCEEDS
RATIO OF PROFIT TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITES
    General
    Exchange, Registration, Transfer, and Payment
    Global Securities
    Certain Restrictive Covenants
    What is a Restricted or Unrestricted Subsidiary?
    Other Definitions
    Restrictions on Secured Debt (Indenture Section 1007)
    Restrictions on Sale and Leaseback Transactions (Indenture Section 1008)
    Restrictions on Transfer of Important Property (Indenture Section 1009)
    Events of Default (Indenture Sections 501, 502, 601, 602, and 603)
    Modification of Indenture (Indenture Section 902)
    Consolidation, Merger, or Sale (Indenture Section 801)
    Defeasance (Indenture Section 1301 through 1305)
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
SIGNATURES
EXHIBIT INDEX
    Opinion of Sean X. McKessy, Securities Counsel
    Statement Setting Forth Computation of Ratio of Profit to Fixed Charges
    Consent of PricewaterhouseCoopers LLP
    Form T-1 Statement of Eligibility

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at http://www.SEC.gov. Our common stock and certain debt securities are listed on the New York Stock Exchange. Our common stock is also listed on the Chicago and Pacific Stock Exchanges. Information about us is also available at those locations.

The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the Debt Securities. This prospectus is part of a registration statement filed with the SEC.

• Annual Report on Form 10-K for the year ended December 31, 2000;
• Current Reports on Form 8-K filed on January 18, January 25, and January 26, 2001.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Caterpillar Inc.
100 N.E. Adams St.
Peoria, IL 61629
Attn: Corporate Secretary
(309) 675-1000

You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these Debt Securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.

THE COMPANY

Caterpillar, through its employees and dealers, designs, manufactures, markets, finances and provides support for Caterpillar machines and engines. We believe our products help make progress possible around the world. More information about Caterpillar is available on our web site at http://www.CAT.com.

Machinery: Caterpillar construction machines are used to build, maintain and rebuild the world's infrastructure - highways, dams, airports, water and sewer systems, office complexes and housing developments. Our mining machines help extract and deliver needed raw materials, and our agricultural tractors till the world's soil.

Engines: Caterpillar engines provide power to the world - for on-highway trucks, ships and boats, locomotives, and construction, mining agricultural and forestry equipment. Through electrical power generating systems, they supply power to developing or isolated areas. Other systems provide emergency power to hospitals, schools, factories, office buildings and airports. A Caterpillar subsidiary, Solar Turbines Incorporated, makes turbine engines that are used to produce, process and transport crude oil and natural gas, and to provide electrical power in many different industries.

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Financial Products: Caterpillar Financial Services Corporation and its subsidiaries offer a wide variety of financing options to help Caterpillar customers worldwide acquire and use Caterpillar equipment. Caterpillar Insurance Services Corporation provides various forms of insurance to Caterpillar customers and dealers to help support their purchase and financing of Caterpillar equipment.

PROSPECTUS SUPPLEMENT

The Prospectus Supplement for each offering of Debt Securities will contain the specific information and terms for that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. It is important for you to read both this Prospectus and the Prospectus Supplement in making your investment decision.

USE OF PROCEEDS

The net proceeds from the sale of securities will be used for general corporate purposes. General corporate purposes may include acquisitions, repurchases of common stock, additions to working capital, capital expenditures, and retirement of debt.

RATIO OF PROFIT TO FIXED CHARGES

The Ratio of Profit to Fixed Charges for each of the periods indicated is as follows:

12/31 2000	12/31 1999	12/31 1998	12/31 1997	12/31 1996
2.4	2.5	3.6	4.9	4.5

These ratios include Caterpillar, our consolidated subsidiaries, and 50%-owned unconsolidated affiliated companies. Profit is determined by adding income from continuing operations, income taxes and fixed charges. Fixed charges include interest, other costs related to borrowed funds and a portion of rentals representing interest.

DESCRIPTION OF DEBT SECURITIES

General

We will issue the Debt Securities under an indenture between us and the Trustee, Citibank, N.A., dated May 1, 1987, and supplemented June 1, 1989, May 15, 1992, and December 16, 1996. This Prospectus briefly outlines some of the indenture provisions. See Where You Can Find More Information on how to locate the indenture and the supplements. You may also review the indenture at the Trustee's offices located in New York, New York.

The indenture does not limit the amount of Debt Securities that may be issued and each series of Debt Securities may differ as to their terms. The Debt Securities may be issued up to the principal amount that may be authorized by us and may be in any currency or currency unit designated by us.

The Debt Securities will be unsecured and unsubordinated and will rank equally with all our unsecured and unsubordinated indebtedness. The Debt Securities will not be subject to any conversion, amortization, or sinking fund. It is anticipated that the Debt Securities will be "book-entry," represented by a permanent global certificate registered in the name of the Depository Trust Company or its nominee. However, we reserve the right to issue the securities in certificate form registered in the name of the security holders.

For current information on our debt outstanding, see our most recent Form 10-K. See Where You Can Find More Information.

Exchange, Registration, Transfer, and Payment

Principal and interest on the Debt Securities will be payable, and the exchange or transfer of Debt Securities will be registerable at a location designated in the Prospectus Supplement. No service charge will be applied for a registration of transfer or exchange of Debt Securities except to cover tax or any governmental charge.

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Global Securities

Debt Securities may be issued in the form of one or more Global Securities that will be deposited with The Depository Trust Company, New York, New York ("DTC"). If this is done, we will not issue certificates to each holder. One or more global securities would be issued to DTC who would keep a computerized record of its participants (for example, your broker) whose clients have purchased the securities. The participant would then keep a record of its clients who purchased the securities. A global security may not be transferred; except that DTC, its nominees, and their successors may transfer a global security as a whole to one another.

Beneficial interests in global securities will be shown on, and transfers of global securities will be made only through, records maintained by DTC and its participants.

DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also records the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for Direct Participant's accounts. This eliminates the need to exchange certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

DTC's book-entry system is also used by other organizations such as securities brokers and dealers, banks and trust companies that work through a Direct Participant. The rules that apply to DTC and its participants are on file with the SEC.

DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.

We will wire principal and interest payments to DTC's nominee. We and the Trustee will treat DTC's nominee as the owner of the global securities for all purposes. Accordingly, we, the Trustee, and the paying agent will have no direct responsibility or liability to pay amounts due on the securities to owners of beneficial interests in the global securities.

It is DTC's current practice, upon receipt of any payment of principal or interest, to credit Direct Participants' accounts on the payment date according to their respective holdings of beneficial interests in the global securities as shown on DTC's records. In addition, it is DTC's current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in the global securities, and voting by participants, will be governed by the customary practices between the participants and owners of beneficial interests, as is the case with securities held for the account of customers registered in "street name." However, payments will be the responsibility of the participants and not of DTC, the trustee, or us.

Securities represented by a global security would be exchangeable for Debt Security certificates with the same terms in authorized denominations only if:

• DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and a successor depository is not appointed by us within 90 days;
• We deliver to the Trustee an order that the global security shall be exchangeable; or
• There is a continuing Event of Default, as described below, regarding the securities.

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Certain Restrictive Covenants

The indenture requires us to comply with certain restrictive covenants. These covenants apply to us and Restricted Subsidiaries maintained by us.

What is a Restricted or Unrestricted Subsidiary?

A "Restricted Subsidiary" is defined as any subsidiary other than an Unrestricted Subsidiary and any Unrestricted Subsidiary designated by our Board of Directors after May 1, 1987 as a Restricted Subsidiary.

"Unrestricted Subsidiary" is defined as:

• any subsidiary acquired or organized by us after May 1, 1987, as long as that subsidiary is not a successor to a Restricted Subsidiary.
• any subsidiary with principal business and assets located outside the United States (its territories and possessions) and Canada;
• any subsidiary with the principal business of financing our dealers and distributors, as well as acquisitions and dispositions of our products by dealers, distributors, or other customers;
• any subsidiary with the principal business of owning, leasing, dealing in or developing real property; and
• any subsidiary with substantially all assets consisting of securities of subsidiaries described above.

Other Definitions

Important Property: means any manufacturing plants or facilities of us or any Restricted Subsidiary located in the U.S., Canada, or Puerto Rico having a gross book value (without deduction for depreciation) in excess of 1% of Consolidated Net Tangible Assets, other than any plant or other facility our Board believes is not important to our business as a whole.

Consolidated Net Tangible Assets: means the total of all assets appearing on the consolidated balance sheet of Caterpillar and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles, excluding the sum of (1) all current liabilities and (2) all goodwill, patents, copyrights, trademarks and other like intangibles.

Secured Debt: means indebtedness secured by a mortgage, pledge, lien, security interest or encumbrance on:

• any Important Property of Caterpillar or any Restricted Subsidiary; or
• any shares of stock or indebtedness of a Restricted Subsidiary.

Value: means with respect to a Sale and Leaseback Transaction, an amount equal to the greater of:

• the net proceeds of the sale of the property leased pursuant to the Sale and Leaseback Transaction; or
• the fair value of the property at the time of the Sale and Leaseback Transaction, as determined by our Board of Directors.

(In either case, the amount derived is first divided by the term of the lease and then multiplied by the number of years remaining on the lease at the time of determination.)

Restrictions on Secured Debt (Indenture Section 1007)

The Indenture prohibits us and our Restricted Subsidiaries from creating Secured Debt (without securing the Debt Securities equally and ratably with Secured Debt), with the following exceptions:

• certain mortgages, pledges, liens, security interests or encumbrances to secure payment of all or part of the cost of construction or improvement of our property or the property of a Restricted Subsidiary;

• mortgages, pledges, liens, security interests or encumbrances on property acquired, whether or not assumed by us or a Restricted Subsidiary;

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• mortgages, pledges, liens, security interests or encumbrances on property, stock, or indebtedness of a Restricted Subsidiary at the time it becomes such;
• mortgages, pledges, liens, security interests or encumbrances on property of a corporation merged with us or a Restricted Subsidiary or at the time of a disposition of substantially all of the property of another corporation to us or a Restricted Subsidiary;
• mortgages, pledges, liens, security interests, or encumbrances on our property or the property of a Restricted Subsidiary in favor of a governmental entity pursuant to contract or statute or to secure certain indebtedness;
• any extension, renewal or replacement of any mortgage, pledge, lien or encumbrance referred to above;
• any mortgage, pledge, lien, security interest, or encumbrance securing debt owed by us or a Restricted Subsidiary to us or a Restricted Subsidiary.

In addition to these exceptions, we or a Restricted Subsidiary may create, assume, or guarantee other Secured Debt without securing the Debt Securities if the total amount of Secured Debt outstanding and value of Sale and Leaseback Transactions at the time does not exceed 10% of Consolidated Net Tangible Assets.

Restrictions on Sale and Leaseback Transactions (Indenture Section 1008)

Neither we nor any Restricted Subsidiary can sell or transfer (except to us or a Restricted Subsidiary) any Important Property we own with the intention of taking back a lease on the property, except for a lease not exceeding three years, with the following exceptions:

• we or a Restricted Subsidiary may incur Secured Debt equal to the amount received on a sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Debt Securities;
• we or a Restricted Subsidiary apply an amount equal to the value of the property leased to the retirement, within 120 days after the effective date of the arrangement, of indebtedness for money borrowed by us or a Restricted Subsidiary recorded as funded debt as of the date of its creation and which, in the case of indebtedness of us, is not subordinated in right of payment to the prior payment of the Debt Securities. The amount applied to the retirement of that indebtedness shall be reduced by (i) the principal amount of any Debt Securities delivered within 120 days of the effective date to the Trustee for retirement and cancellation, and (ii) the principal amount of the indebtedness, other than Debt Securities, retired by us or a Restricted Subsidiary within 120 days of the effective date of the arrangement.

Restriction on Transfer of Important Property (Indenture Section 1009)

Neither we nor a Restricted Subsidiary can transfer Important Property to an Unrestricted Subsidiary except in limited circumstances. The transfer can occur if we apply an amount equal to the fair value of the property at the time of transfer (as determined by our Board of Directors) to the retirement of indebtedness of us or a Restricted Subsidiary that is recorded as funded debt and is not subordinated in right of payment to the Debt Securities. The debt retirement must occur within 120 days of the transfer. No retirement referred to in this clause may be by payment at maturity or a mandatory prepayment provision.

Events of Default (Indenture Sections 501, 502, 601, 602, and 603)

Unless we indicate otherwise in a Prospectus Supplement, the following events are defined in the indenture as "Events of Default" regarding the Debt Securities of any series:

• failure to pay principal or premium on any Debt Securities when due;
• failure to pay interest on a Debt Securities when due, continued for 60 days;
• failure to deposit any sinking fund payment when due;
• failure to perform any other covenant in the indenture for 60 days after we have received written notice of the failure;
• certain events in bankruptcy, insolvency or reorganization; and

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• any other Event of Default stipulated.

Unless stated otherwise in a Prospectus Supplement, any Event of Default on a particular series of Debt Securities is not necessarily an Event of Default on another series of Debt Securities.

If an Event of Default occurs on outstanding Debt Securities of a particular series and continues, the Trustee or holders of at least 25% of that series' Debt Securities may declare the principal amount of all Debt Securities in the series due and payable. Under certain circumstances, holders of a majority of the Debt Securities in the series may rescind that declaration.

The Trustee must within 90 days after a default occurs, notify the holders of Debt Securities of that series of the default if we have not remedied it. The Trustee may withhold notice to the holders of any default (except in the payment of principal or interest) if it in good faith considers such withholding in the interest of holders. We are required to file an annual certificate with the Trustee, signed by an officer, about any default by us under any provisions of the indenture.

Subject to the provisions of the indenture relating to its duties in case of default, the Trustee shall be under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any holders unless such holders offer the Trustee reasonable indemnity. Subject to the provisions for indemnification, the holders of a majority in principal amount of the debt securities of a series may direct the time, method and place of conducting any proceedings for any remedy available to, or exercising any trust or power conferred on, the Trustee with respect to such Debt Securities.

Modification of Indenture (Indenture Section 902)

Under the Indenture, our rights and obligations and the rights of the holders of debt securities may be changed. Certain changes require the consent of the holders of not less than 66% in aggregate principal amount of the outstanding debt of all series to be affected, voting as one class. However, the following changes may not be made without the consent of each holder of the Debt Securities:

• changes to the stated maturity date of the principal or any interest installment;
• reductions in the principal amount or interest due;
• changes to the place or currency regarding payment of principal;
• impairment of the right to institute suit for the enforcement of payment;
• reduction in the stated percentage of holders necessary to modify the indenture; or
• modifications to any of these requirements or to reduce the percentage of outstanding Debt Securities necessary to waive compliance with certain provisions of the Indenture or for the waiver of certain defaults.

Consolidation, Merger, or Sale (Indenture Section 801)

We cannot merge with another company or sell or lease substantially all of our property to another company unless:

• we as the continuing corporation or the successor corporation expressly assumes the payment of principal and interest on the Debt Securities and the performance and observance of all the covenants and conditions of the indenture binding on us;
• we, or the successor corporation, are not immediately after the merger, consolidation, or sale in default in the performance of a covenant or condition in the indenture; and
• if as a result of the merger, consolidation or sale we become subject to a mortgage, pledge, lien, security interest or other encumbrance not permitted by the Indenture, we or the successor corporation take steps necessary to secure the Debt Securities equally and ratably with all indebtedness secured.

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Defeasance (Indenture Section 1301 through 1305)

We may be discharged from our obligations on the Debt Securities of a series at any time before the stated maturity if we deposit with the Trustee money or certain equivalents in an amount sufficient to pay the principal and interest on the securities. Under Federal income tax law as of the date of this prospectus, such deposit and discharge may be treated as an exchange of the related Debt Securities. Each holder may be required to recognize gain or loss equal to the difference between the holder's cost or other tax basis for the Debt Securities and the value of the holder's interest in the trust. Such holders might be required to include in income a different amount than would be includable without the discharge. Prospective investors are urged to consult their own tax advisers as to the consequences of such a deposit and discharge, including the applicability and effect of tax laws other than the Federal income tax law.

PLAN OF DISTRIBUTION

We may sell the Debt Securities (a) through underwriters or dealers; (b) directly to one or more purchasers; or (c) through agents. The Prospectus Supplement will include the names of underwriters, dealers or agents retained. The Prospectus Supplement also will include the purchase price of the Debt Securities, Caterpillar's proceeds from the sale, any underwriting discounts or commissions and other items constituting underwriters' compensation.

The underwriters will acquire the Debt Securities for their own account. They may resell the Debt Securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

Underwriters, dealers, and agents that participate in the distribution of the Debt Securities may be underwriters as defined in the Securities Act of 1933 ("Act"), and any discounts or commissions received by them from us and any profit on the resale of the Debt Securities by them may be treated as underwriting discounts and commissions under the Act.

We may have agreements with the underwriters, dealers, and agents to indemnify them against certain civil liabilities, including liabilities under the Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.

LEGAL OPINIONS

Sean X. McKessy, our Securities Counsel, will issue an opinion about the legality of the Debt Securities for us. Underwriters and agents may have their own counsel issuing an opinion for them. They may rely on the opinion of our counsel as to matters of Illinois law.

EXPERTS

The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fee	$150,000.00
Accountants' Fees and Expenses	30,000.00
Trustee Fees and Expenses	25,000.00
Debt Rating Agency Fees	250,000.00
Printing and Delivery Expenses	50,000.00
Legal Fees and Expenses	75,000.00
Miscellaneous Expense	50,000.00
Total	$630,000.00
All except the first item are estimates

Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware Corporation Law and our Bylaws provide for indemnification of officers and directors under certain circumstances.

Insurance carried by us provides (within limits and subject to certain exclusions) for reimbursement of amounts which (a) we may be required to pay as indemnities to officers or directors for claims made against them and (b) individual directors, officers and certain employees may become legally obligated to pay as the result of acts committed while acting in their corporate fiduciary capacities.

The underwriting and distribution agreements may provide for the indemnification of our officers and directors under certain circumstances.

Item 16. Exhibits

Reference is made to the Exhibit Index filed as part of this Registration Statement.

Item 17. Undertakings

1. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

1. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
   
2. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
   
3. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

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4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
5. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
6. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peoria, State of Illinois, on the 23rd day of March, 2001.
	CATERPILLAR INC. (Registrant)
Date: March 23, 2001	By:  /s/ R. Rennie Atterbury III	Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
March 23, 2001	/s/ Glen A. Barton	Chairman of the Board, Director  and Chief Executive Officer
March 23, 2001	/s/ Vito H. Baumgartner	Group President
March 23, 2001	/s/ Gerald S. Flaherty	Group President
March 23, 2001	/s/ James W. Owens	Group President
March 23, 2001	/s/ Gerald L. Shaheen	Group President
March 23, 2001	/s/ Richard L. Thompson	Group President
March 23, 2001	/s/F. Lynn McPheeters	Vice President and  Chief Financial Officer
March 23, 2001	/s/ Robert R. Gallagher	Controller and Chief Accounting Officer

11

March 23, 2001	/s/ Lilyan H. Affinito	Director
March 23, 2001	/s/ W. Frank Blount	Director
March 23, 2001	/s/ John R. Brazil	Director
March 23, 2001	/s/ John T. Dillon	Director
March 23, 2001	/s/ Juan Gallardo	Director
March 23, 2001	/s/ David R. Goode	Director
March 23, 2001	/s/ James P. Gorter	Director
March 23, 2001	/s/ Peter A. Magowan	Director
March 23, 2001	/s/ William A. Osborn	Director
March 23, 2001	/s/ Gordon R. Parker	Director
March 23, 2001	/s/ Joshua I. Smith	Director
March 23, 2001	/s/ Clayton K. Yeutter	Director

12

EXHIBIT INDEX

Exhibit  Number	Description
4.1	Indenture dated as of May 1, 1987, between the Registrant and The First National Bank of Chicago, as Trustee (incorporated by reference from Exhibit 4.1 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
4.2	First Supplemental Indenture, dated as of June 1, 1989, between Caterpillar Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference from Exhibit 4.2 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
4.3	Appointment of Citibank, N.A. as Successor Trustee, dated October 1, 1991, under the Indenture, as supplemented, dated May 1, 1987 (incorporated by reference from Exhibit 4.3 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
4.4	Second Supplemental Indenture, dated as of May 15, 1992, between Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference from Exhibit 4.4 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
4.5	Third Supplemental Indenture, dated as of December 16, 1996, between Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference from Exhibit 4.5 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
4.6	Rights Agreement dated as of December 11, 1996, between Caterpillar Inc. and First Chicago Trust Company of New York (incorporated by reference from Exhibit 1 to Form 8-A filed December 11, 1996, Commission File No. 1-768).
5	Opinion of Sean X. McKessy, Securities Counsel for Caterpillar Inc., as to the legality of Debt Securities.
12	Statement Setting Forth Computation of Ratio of Profit to Fixed Charges
23.1	The consent of Sean X. McKessy, Securities Counsel for Caterpillar Inc., is contained in his opinion filed as Exhibit 5 to this Registration Statement.
23.2	Consent of PricewaterhouseCoopers LLP
25	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Citibank, N.A.

13

EX-5

Exhibit 5

March 22, 2001

Caterpillar Inc.
100 N.E. Adams St.
Peoria, IL 61629

Ladies and Gentlemen:

This opinion is in connection with the Registration Statement filed on Form S-3 ("Registration Statement") filed by Caterpillar Inc. ("Company") with the Securities & Exchange Commission ("Commission") for registration under the Securities Act of 1933 ("Act") of $600 million aggregate initial offering price of the Company's Debt Securities. Such $600 million of Debt Securities ("Securities") are to be issued pursuant to the indenture described in the Registration Statement.

In that connection, I have examined copies of such corporate records and made such inquiries as I have deemed necessary for the purposes of rendering the option set forth.

Based upon the foregoing, in my opinion, when the Registration Statement becomes effective under the Act and the terms of the Securities and of their issue and sale have been duly established so as not to violate any applicable law or agreement or instrument binding on the Company and upon execution and authentication of the Securities in accordance with the indenture and delivery of the Securities to the purchasers against payment, the Securities will be valid and binding obligations of the Company, enforceable in accordance with their terms. This opinion is qualified insofar as enforceability may be limited by fraudulent transfer, bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of equitable remedies may be limited by equitable principles of general applicability.

This opinion is limited to the federal laws of the United States of America, the laws of the State of Illinois, and the corporate law of the State of Delaware.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption "Legal Opinions" in the related prospectus. My consent to such reference does not constitute a consent under Section 7 of the Act, as in consenting to such reference I have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Sean X. McKessy

Sean X. McKessy
Securities Counsel

EX-12

EXHIBIT 12 CATERPILLAR INC., CONSOLIDATED SUBSIDIARY COMPANIES, AND 50%-OWNED UNCONSOLIDATED AFFILIATED COMPANIES STATEMENT SETTING FORTH COMPUTATION OF RATIO OF PROFIT TO FIXED CHARGES (Millions of dollars) YEARS ENDED DECEMBER 31,
		2000		1999		1998		1997		1996
Profit		$	1,053	$	946	$	1,513	$	1,665	$	1,361
Add:
	Provision for income taxes	$	439	$	448	$	680	$	837	$	653
Profit before taxes		$	1,492	$	1,394	$	2,193	$	2,502	$	2,014
Fixed charges:
	Interest and other costs related to borrowed funds(1)	$	988	$	835	$	758	$	586	$	519
	Rentals at computed interest factors(2)		90		83		76		60	$	54
Total fixed charges		$	1,078	$	918	$	834	$	646	$	573
Profit before provision for income taxes and fixed charges		$	2,570	$	2,312	$	3,027	$	3,148	$	2,587
Ratio of profit to fixed charges		2.4		2.5		3.6		4.9		4.5
______________
(1)  Interest expense as reported in the Consolidated Results of Operations plus the Company's proportionate share of 50 percent-owned unconsolidated affiliated companies' interest expense. (2) Amounts represent those portions of rent expense that are reasonable approximations of interest costs.

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 18, 2001 relating to the financial statements, which appears in Caterpillar Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Peoria, Illinois
March 23, 2001

EX-25

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____

________________________

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

	13-5266470
	(I.R.S. employer
	identification no.)
399 Park Avenue, New York, New York	10043
(Address of principal executive office)	(Zip Code)

_______________________

CATERPILLAR INC.
(Exact name of obligor as specified in its charter)

Delaware	37-0602744
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization	identification no.)
100 NE Adams Streeet
Peoria, Illinois	61629
(Address of principal executive offices)	(Zip Code)

_________________________

Debt Securities
(Title of the indenture securities)

1

Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Name	Address
Comptroller of the Currency	Washington, D.C.
Federal Reserve Bank of New York	New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.

Item 16.	List of Exhibits.
	List below all exhibits filed as a part of this Statement of Eligibility.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 -	Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to  Registration Statement No. 2-79983)
Exhibit 2 -	Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to  T-1 to Registration Statement No. 2-29577).
Exhibit 3 -	Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 -	Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement  No. 33-34988)
Exhibit 5 -	Not applicable.
Exhibit 6 -	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of  1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 -	Copy of the latest Report of Condition of Citibank, N.A. (as of December 31,  2000-attached)
Exhibit 8 -	Not applicable.
Exhibit 9 -	Not applicable.

 __________________

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 22^nd day of March, 2001.

CITIBANK, N.A.

By /s/Wafaa Orfy

Wafaa Orfy
Assistant Vice President

2

Exhibit 7 to Form T-1

Charter No. 1461
Comptroller of the Currency Northeastern District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York at the close of business on December 31, 2000 published in response to call made by Comptroller of the Currency under Title 12 United States Code Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			$9,321,000
Interest-bearing balances			17,968,000
Held-to-maturity securities			0
Available-for-sale securities			42,056,000
Federal funds sold and securities purchased under agreements to resell			4,408,000
Loans and lease financing receivables:
	Loans and Leases, net of unearned income	$247,391,000
	LESS: Allowance for loan and lease losses	4,590,000
	Loans and leases, net of unearned income, allowance, and reserve		242,801,000
Trading assets			37,616,000
Premises and fixed assets (including capitalized leases)			4,063,000
Other real estate owned			315,000
Investments in unconsolidated subsidiaries and associated companies			974,000
Customers' liability to this bank on acceptances outstanding			1,388,000
Intangible assets			5,914,000
Other assets			15,282,000
TOTAL ASSETS$			382,106,000
LIABILITIES
Deposits:
In domestic offices			$57,389,000
	Noninterest bearing	$17,484,000
	Interest-bearing	39,905,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			214,975,000
	Noninterest bearing	13,977,000
	Interest-bearing	200,998,000
Federal funds purchased and securities sold under agreements to repurchase			6,851,000
Demand notes issued to the U.S. Treasury			0
Trading liabilities			26,803,000
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):
	With a remaining maturity of one year or less		15,184,000
	With a remaining maturity of more than one year through three years		4,325,000
	With a remaining maturity of more than three years		2,651,000
Bank's liability on acceptances executed and outstanding			1,452,000
Subordinated notes and debentures			8,525,000
Other liabilities			16,740,000
TOTAL LIABILITIES			$354,895,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			$751,000
Surplus			11,354,000
Undivided profits and capital reserves			15,903,000
Net unrealized holding gains (losses) on available-for-sale securities			70,000
Accumulated net gains (losses) on cash flow hedges			0
Cumulative foreign currency translation adjustments			(867,000)
TOTAL EQUITY CAPITAL			$27,211,000
TOTAL LIABILITIES AND EQUITY CAPITAL			$382,106,000
I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ALAN S. MACDONALD WILLIAM R. RHODES VICTOR J. MENEZES DIRECTORS