10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A
(Mark One)
	[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
OR
	[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________.
Commission File No. 1-768
CATERPILLAR INC. (Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)
1-768 (Commission File Number)			37-0602744 (IRS Employer I.D. No.)
100 NE Adams Street, Peoria, Illinois (Address of principal executive offices)			61629 (Zip Code)
Registrant's telephone number, including area code: (309) 675-1000

Page 1

Securities registered pursuant to Section 12(b) of the Act:
	Title of each class	Name of each exchange   on which registered
	Common Stock ($1.00 par value)	Chicago Stock Exchange New York Stock Exchange Pacific Exchange, Inc.
	Preferred Stock Purchase Rights	Chicago Stock Exchange New York Stock Exchange Pacific Exchange, Inc.
	9% Debentures due April 15, 2006	New York Stock Exchange
	6% Debentures due May 1, 2007	New York Stock Exchange
	9 3/8% Debentures due August 15, 2011	New York Stock Exchange
	9 3/8% Debentures due March 15, 2021	New York Stock Exchange
	8% Debentures due February 15, 2023	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ü  ] No [    ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ü  ]

As of December 31, 2002, there were 344,255,067 shares of common stock of the Registrant outstanding, and the aggregate market value of the voting stock held by non-affiliates of the Registrant (assuming only for purposes of this computation that directors and officers may be affiliates) was $15,566,956,689.

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [ ü  ] No [    ]


Documents Incorporated by Reference
None


The registrant hereby amends its' Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2002 to revise previously filed Exhibit 99.2 and to add Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5. The certification required by Section 302 of the Sarbanes-Oxley Act of 2002 is also provided.

Page 2

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(c) Exhibits:

99.2	Form 11-K/A for Caterpillar Foreign Service Employees' Stock Purchase Plan.
99.3	Form 11-K for Employees' Investment Plan.
99.4	Form 11-K for Savings and Investment Plan.
99.5	Form 11-K for Tax Deferred Savings Plan.

Page 3

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
		CATERPILLAR INC.  (Registrant)
May 28, 2003	By:	/s/ James B. Buda
		James B. Buda, Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the company and in the capacities and on the dates indicated.
May 28, 2003	/s/ Glen A. Barton	Chairman of the Board, Director and  Chief Executive Officer
	(Glen A. Barton)
May 28, 2003	/s/ Vito H. Baumgartner	Group President
	(Vito H. Baumgartner)
May 28, 2003	/s/ Douglas R. Oberhelman	Group President
	(Douglas R. Oberhelman)
May 28, 2003	/s/ James W. Owens	Group President
	(James W. Owens)
May 28, 2003	/s/ Gerald L. Shaheen	Group President
	(Gerald L. Shaheen)
May 28, 2003	/s/ Richard L. Thompson	Group President
	(Richard L. Thompson)
May 28, 2003	/s/ F. Lynn McPheeters	Vice President and Chief Financial Officer
	(F. Lynn McPheeters)
May 28, 2003	/s/ David B. Burritt	Controller and Chief Accounting Officer
	(David B. Burritt)

Page 4

May 28, 2003	/s/ W. Frank Blount	Director
	(W. Frank Blount)
May 28, 2003	/s John R. Brazil	Director
	(John R. Brazil)
May 28, 2003	/s/ John T. Dillon	Director
	(John T. Dillon)
May 28, 2003	/s/ Eugene V. Fife	Director
	(Eugene V. Fife)
May 28, 2003	/s/ Gail D. Fosler	Director
	(Gail D. Fosler)
May 28, 2003	/s/ Juan Gallardo	Director
	(Juan Gallardo)
May 28, 2003	/s/ David R. Goode	Director
	(David R. Goode)
May 28, 2003	/s/ Peter A. Magowan	Director
	(Peter A. Magowan)
May 28, 2003	/s/ William A. Osborn	Director
	(William A. Osborn)
May 28, 2003	/s/ Gordon R. Parker	Director
	(Gordon R. Parker)
May 28, 2003	/s/ Charles D. Powell	Director
	(Lord Charles D. Powell)
May 28, 2003	/s/ Joshua I. Smith	Director
	(Joshua I. Smith)

Page 5

CERTIFICATIONS
I, Glen A. Barton, certify that:
1.	I have reviewed this amended annual report on Form 10-K of Caterpillar Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this amended annual report (the "Evaluation Date"); and
	c)	presented in this amended annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
May 28, 2003			/s/ Glen A. Barton	Chairman of the Board and Chief Executive Officer
			(Glen A. Barton)

Page 6

I, F. Lynn McPheeters, certify that:
1.	I have reviewed this amended annual report on Form 10-K of Caterpillar Inc.;
2.	Based on my knowledge, this amended annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this amended annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended annual report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended annual report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this amended annual report (the "Evaluation Date"); and
	c)	presented in this amended annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officer and I have indicated in this amended annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
May 28, 2003			/s/ F. Lynn McPheeters	Chief Financial Officer
			(F. Lynn McPheeters)

Page 7

EX-99.2

EXHIBIT 99.2
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 11-K/A
(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________.
Commission File No. 1-768
CATERPILLAR FOREIGN SERVICE EMPLOYEES' STOCK PURCHASE PLAN (Full title of the Plan)
CATERPILLAR INC. (Name of issuer of the securities held pursuant to the Plan)
100 NE Adams Street, Peoria, Illinois 61629 (Address of principal executive offices)

Page 1

REQUIRED INFORMATION

Item 1.
The audited statement of assets available for plan benefits as of the end of the latest fiscal year of the Plan is attached hereto as Exhibit A.


Item 2.
The audited statement of changes in assets available for plan benefits for the latest fiscal year of the Plan is attached hereto as Exhibit B.


Item 3.
The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.


Item 4.
The Consent of Independent Accountants is attached hereto as Exhibit C.


Item 5.
The Certification of Glen A. Barton, Chairman and Chief Executive Officer of Caterpillar Inc. and F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit D.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
CATERPILLAR FOREIGN SERVICE EMPLOYEES' STOCK PURCHASE PLAN
	CATERPILLAR INC. (Issuer)
May 28, 2003	By:	/s/ F. Lynn McPheeters
		Name:	F. Lynn McPheeters
		Title:	Vice President and Chief Financial Officer

Page 2

Caterpillar Inc.
Foreign Service Employees'
Stock Purchase Plan
Financial Statements as of and for the
year ended December 31, 2002

Page 3

Report of Independent Accountants

To the Participants, Investment Plan Committee
and Benefits Funds Committee of the Caterpillar Inc.
Foreign Service Employees' Stock Purchase Plan



In our opinion, the accompanying statement of assets available for benefits and the related statement of changes in assets available for benefits present fairly, in all material respects, the assets available for benefits of the Caterpillar Inc. Foreign Service Employees' Stock Purchase Plan (the Plan) at December 31, 2002, and the changes in assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Management has chosen to present only one year financial statements.

Peoria, Illinois
March 27, 2003

Page 4

EXHIBIT A
Caterpillar Inc. Stock Purchase Plan Statement of Assets Available for Benefits For the year ended December 31, 2002
		2002
Investment in Caterpillar Inc. common stock		$	1,028,098
Participant contributions receivable			9,232
Employer contributions receivable			4,985
	Assets available for benefits	$	1,042,315
The accompanying notes are an integral part of the financial statements

Page 5

EXHIBIT B
Caterpillar Inc. Stock Purchase Plan Statement of Changes in Assets Available for Benefits For the year ended December 31, 2002
			2002
Contributions:
	Participants		$	108,471
	Employer			58,491
		Total contributions		166,962
Investment income (loss):
	Dividends			32,206
	Net (depreciation) in fair value of common stock			(137,944	)
		Net investment (loss)		(105,738	)
Withdrawals				(394,508	)
(Decrease) in assets available for benefits				(333,284	)
Assets available for benefits:
	Beginning of year			1,375,599
	End of year		$	1,042,315
The accompanying notes are an integral part of the financial statements

Page 6

Caterpillar Inc.
Stock Purchase Plan
Notes to Financial Statements
December 31, 2002

NOTE 1 - PLAN DESCRIPTION:

The following description of the Caterpillar Inc. Foreign Service Employees' Stock Purchase Plan provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General
The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the Company) to enable eligible employees of the Company and its subsidiaries (the participating employers) to acquire ownership interests in the Company through repurchases of its common stock.

Participation
Generally, employees of the participating employers, other than those employed under collective bargaining agreements, who meet certain age, service and citizenship or residency requirements, and are ineligible to make contributions under the Employees' Investment Plan adopted by the Company, are eligible to participate in the plan. Participation commences upon an eligible employee filing an application with the Investment Plan Committee. Participating eligible employees (the participants) may acquire ownership interests in the Company through purchases of its common stock.

Participant accounts
The participant's account is credited with the participant's contribution. The employer account of each participant is credited with the employer's contribution. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested accounts.

Contributions
Participant contributions are made through after-tax payroll deductions based on a percentage (2%-6%) of total earnings as elected by the participant. Participants with 25 or more years of service with the employers may contribute an additional 1%-4% of earnings.

Employer contributions are 50%, 66-2/3% or 80% of participant contributions (up to 6% of earnings), based on the participant's years of service.

Investment programs
Contributions are invested entirely in Caterpillar Inc. common stock.

Vesting and distribution provisions
Participants are immediately fully vested at all times in participant contributions and earnings thereon.

Participants begin vesting in employer contributions generally after the end of the second year of plan participation. Participants generally vest at the rate of 33% per year, resulting in full vesting by participants in employer contributions after five years of service with the Company. Any amounts not vested at withdrawal are forfeited and are applied to reduce the amount of future employer contributions to the Plan. Participant accounts become fully vested upon retirement, permanent disability or death.

Page 7

While an employee, a participant may elect to withdraw all participant contributions and related earnings as provided by the Plan. Employer contributions may also be withdrawn based on vested status as provided by the Plan. Upon termination of employment, participants may elect (with spousal consent, if applicable) to receive their shares by immediate distribution or a deferred distribution. If termination is due to retirement or disability, participants may also elect (with spousal consent, if applicable) various annuity payments.

Administration
The Plan is administered by the Investment Plan Committee, which is responsible for nonfinancial matters, and the Benefits Funds Committee, which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into trust agreements with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time. In the event of Plan termination, each participant shall have a fully vested interest in the assets attributable to employer contributions and earnings thereon. Any unallocated assets of the Plan will be allocated to participant accounts and distributed in such a manner as the Company may determine.

Federal income tax status
The Plan sponsor has not applied for a determination letter; however, the Plan administrator believes that the Plan and related trust are designed and being currently operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date.

Risks and uncertainties
The Plan provides solely for investments in the Company's common stock. Investment securities are exposed to various risks, including market risk. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of assets available for benefits.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of accounting
The Plan's accounts are maintained on the accrual basis of accounting.

Investments
The Plan's investments are stated at fair value. Caterpillar Inc. common stock is valued at quoted market prices. Dividends are recorded on the ex-dividend date. The Plan presents in the statement of changes in assets available for benefits the increase/(decrease) in fair value of the Plan's investments which consists of the realized gains and losses and the unrealized appreciation/(depreciation) on those investments. Purchases and sales of securities are reported on a trade date basis.

	Shares	Dollars
Beginning balance	26,000	$	1,358,497
Purchases	4,340		209,473
Withdrawals	(7,712)		(394,508)
Sales	(141)		(7,420)
Net depreciation			(137,944)
Ending balance	22,487	$	1,028,098

Page 8

Contributions
Contributions to the Plan are made directly to the trust and shares are immediately purchased by the trust on the open market.

Administrative expenses
Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Withdrawals
Withdrawals are recorded when paid.

Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.

Page 9

EXHIBIT C

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-43929, as amended) of Caterpillar Inc. of our report dated March 27, 2003 relating to the financial statements of the Caterpillar Foreign Service Employees' Stock Purchase Plan, which appear in this Form 11-K/A.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 10

EXHIBIT D
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the amended Annual Report of Caterpillar Inc. (the "Company") for the Caterpillar Foreign Service Employees' Stock Purchase Plan on Form 11-K/A for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 28, 2003			/s/ Glen A. Barton	Chairman of the Board and Chief Executive Officer
			(Glen A. Barton)
May 28, 2003			/s/ F. Lynn McPheeters	Chief Financial Officer
			(F. Lynn McPheeters)

Page 11

EX-99.3

EXHIBIT 99.3
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 11-K
(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2002
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________.
Commission File No. 1-768
EMPLOYEES' INVESTMENT PLAN (Full title of the Plan)
CATERPILLAR INC. (Name of issuer of the securities held pursuant to the Plan)
100 NE Adams Street, Peoria, Illinois 61629 (Address of principal executive offices)

Page 1

REQUIRED INFORMATION

Item 1.
The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.


Item 2.
The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.


Item 3.
The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.


Item 4.
The Consent of Independent Accountants is attached hereto as Exhibit C.


Item 5.
The Certification of Glen A. Barton, Chairman and Chief Executive Officer of Caterpillar Inc. and F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit D.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
EMPLOYEES' INVESTMENT PLAN
	CATERPILLAR INC. (Issuer)
May 28, 2003	By:	/s/ F. Lynn McPheeters
		Name:	F. Lynn McPheeters
		Title:	Vice President and Chief Financial Officer

Page 2

Caterpillar Inc.
Employees' Investment Plan
Financial Statements and Supplemental Schedules
November 30, 2002 and 2001

Page 3

Report of Independent Accountants

To the Participants, Investment Plan Committee
and Benefits Funds Committee of the
Caterpillar Inc. Employees' Investment Plan


In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Employees' Investment Plan (the "Plan") at November 30, 2002 and 2001, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 4

EXHIBIT A
Caterpillar Inc. Employees' Investment Plan Statement of Net Assets Available for Benefits November 30, 2002 and 2001
(in thousands of dollars)			2002		2001
Investments
	Interest in the Caterpillar Inc. 401(k) Master Trust		$	1,298,280	$	1,359,311
	Caterpillar Inc. common stock			959,737		910,422
	Other investments			52,859		54,537
		Total investments		2,310,876		2,324,270
Participant contributions receivable				1,430		1,421
Employer contributions receivable				770		766
Interest and dividends receivable				15		55
		Assets available for benefits		2,313,091		2,326,512
Liabilities
Trade settlement payable			(1,848)		-
		Net assets available for benefits	$ 2,311,243		$ 2,326,512
The accompanying notes are an integral part of these financial statements.

Page 5

EXHIBIT B
Caterpillar Inc. Employees' Investment Plan Statement of Changes in Net Assets Available for Benefits Years Ended December 31, 2002 and 2001
(in thousands of dollars)				2002			2001
Contributions
	Participants			$	130,401		$	125,599
	Employer				39,101			40,152
			Total contributions		169,502			165,751
Investment (loss) income
	Interest				38			59
	Dividends				26,457			25,901
	Net appreciation (depreciation) in fair value of
		Common stock			42,349			149,246
		Collective trust fund			197			547
		Registered investment companies			(6,175	)		(10,401	)
		Plan interest in net investment (loss) income of Master Trust			(65,552	)		12,485
			Net investment (loss) income		(2,686	)		177,837
Withdrawals					(185,105	)		(169,567	)
Transfers from other plans, net					3,020			3,472
			Withdrawals and transfers, net		(182,085	)		(166,095	)
(Decrease) increase in net assets available for benefits					(15,269	)		177,493
Net assets available for benefits
	Beginning of year				2,326,512			2,149,019
	End of year			$	2,311,243		$	2,326,512
The accompanying notes are an integral part of these financial statements.

Page 6

Caterpillar Inc.
Employees' Investment Plan
Notes to Financial Statements
November 30, 2002 and 2001

1. Plan Description

The following description of the Caterpillar Inc. Employees' Investment Plan (the "Plan") provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General
The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the "Company") to enable eligible employees of the Company and its subsidiaries (the "participating employers") which adopt the Plan to accumulate funds. It is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

Participation
Generally, employees of the participating employers, other than those employed under collective bargaining agreements, who meet certain age, service and citizenship or residency requirements are eligible to participate in the plan. Through December 31, 2002, participation commences upon an eligible employee filing an application with the Investment Plan Committee. Participating eligible employees (the "participants") may acquire ownership interests in the Company through purchases of its common stock (Part 1). See also Item 5 Related Parties.  Additionally, the participants may elect to defer a portion of their compensation until retirement under the Special Investment Supplement of the Plan (Part 2).

Participant Accounts
Accounts are separately maintained for Part 1 and Part 2 for each participant. The participant's account under Part 1 is credited with the participant's contribution, the employer's contribution and an allocation of Plan earnings. The participant's account under Part 2 of the Plan is credited with the participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested accounts.

Loan Provisions
The Plan provides for participant loans against eligible participants' Part 2 account balances. Eligible participants obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50 percent of the individual participant's vested account balance, with certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1 percent rounded to the nearest whole percent, as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions
Part 1
Participant contributions are made through after-tax payroll deductions based on a percentage (2 percent-6 percent) of total earnings as elected by the employee. Participants with 25 or more years of service with the employers may contribute an additional 1 percent-4 percent of earnings.

Employer contributions are 50 percent, 66-2/3 percent or 80 percent of participant contributions (up to 6 percent of earnings), based on the participant's years of service.

Page 7

Part 2
Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the participating employers. For 2002 and 2001, the compensation deferral was limited to (a) the greater of $6,000 or 4 percent of the participant's compensation (limited by the Internal Revenue Code to $11,000 in 2002 and $10,500 in 2001) for participants earning in excess of $85,000 in 2002 and 2001 or (b) $11,000 in 2002 and $10,500 in 2001 for participants earning less than $85,000 in 2002 and 2001.

Certain employee groups also receive a Company matching contribution ranging from 100 percent of the first 2 percent and 50 percent in excess of 2 percent up to 8 percent of the participants' eligible compensation.

Investment Programs
Part 1
Employer contributions are invested entirely in Caterpillar Inc. common stock. After June 30, 2001, all participant contributions are invested in Caterpillar Inc. common stock. Prior to June 30, 2001, participants could elect to have their contributions invested as follows: (1) 100 percent in Caterpillar Inc. common stock or (2) 50 percent in Caterpillar Inc. common stock and 50 percent in a Collective Government Short-Term Investment Fund.  There is no requirement for participants to move their balances into the Caterpillar Inc. common stock subsequent to June 30, 2001. The Collective Government Short-Term Investment Fund is managed by The Northern Trust Company.

Part 2
Participants may elect to have their contributions invested in any combination of the following thirteen investment fund options at November 30, 2002:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Fund	*	Preferred Small Cap Fund
*	Preferred Money Market Fund	*	Northern Trust Russell 3000
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Fund	*	Preferred International Growth Fund
*	Preferred Growth Fund

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions
Part 1
Participants are immediately fully vested at all times in participant contributions and earnings thereon.

Participants begin vesting in employer contributions generally after the end of the second year of plan participation. Participants generally vest at the rate of 33 percent per year, resulting in full vesting by participants in employer contributions after five years of service with the Company. Any amounts not vested at withdrawal are forfeited and are applied to reduce the amount of future employer contributions to the Plan. Shares become fully vested upon retirement, permanent disability or death.

While an employee, a participant may elect to withdraw all participant contributions and related earnings as provided by the Plan. Employer contributions may also be withdrawn based on vested status as provided by the Plan. Upon termination of employment, participants may elect (with spousal consent, if applicable) to receive their shares by immediate distribution or a deferred distribution. If termination is due to retirement or disability, participants may elect (with spousal consent, if applicable) various annuity payments.

Page 8

Part 2
Participants are immediately fully vested in their participant contributions and earnings thereon. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the vested balances in participants' accounts are distributable.

Participants vest immediately in the Company's matching contributions and the earnings thereon.

Transfers from Part 1 to Part 2
On a monthly basis, participants are allowed to transfer some or all of their vested balances in the Part 1 accounts to Part 2 of the Plan. Participants are allowed only one such transfer per month.

Administration
The Plan is administered by the Investment Plan Committee of Caterpillar Inc., which is responsible for nonfinancial matters, and the Benefits Funds Committee of Caterpillar Inc., which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into trust agreements with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, each participant in Part 1 shall have a fully vested interest in the assets attributable to employer contributions and earnings thereon.  For Part 2, any unallocated assets of the Plan will be allocated to participant accounts and distributed in such a manner as the company may determine.

Plan qualification
The plan obtained its latest determination letter on May 15, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities, including a significant amount of common stock of the Company. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

2. Summary of Significant Accounting Policies

Basis of Accounting
The Plan's accounts are maintained on the accrual basis of accounting.

Investments
The Plan's investments are stated at fair value. Caterpillar Inc. common stock is valued at quoted market prices. The fair value of the Plan's investment in the Collective Government Short-Term Investment Fund and the 401(k) Master Trust (Note 4) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income (loss) less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned. Purchases and sales of securities are recorded on a trade-date basis.  Trade settlement payable represents purchases with a trade-date before year-end and a settlement date subsequent to year-end.

Page 9

Contributions
Contributions to the Caterpillar Common Stock Fund under Part 1 of the Plan are made directly to the trust and shares are immediately purchased by the trust on the open market.

Administrative Expenses
Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Withdrawals
Withdrawals are recorded when paid.

Transfers
As detailed in Note 1, on a monthly basis, participants are allowed to transfer vested balances in the Part 1 accounts to Part 2 of the Plan. The related receivable is recorded by the Master Trust and is included in the Plan's Investment in the Master Trust Net Assets at November 30, 2002 and 2001.

Transfers from other plans generally represent account balance transfers for participants who transfer from one plan covered by the Master Trust to another plan covered by the Master Trust. In addition, during 2001, the Perkins Engines Retirement Plan merged into the Plan with participant account balances of $2,359,000 which were transferred into the Plan through this line item.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.

3. Investments

All employer-matching contributions under Part 1 of the Plan are directed by the Company into a Caterpillar Inc. Common Stock Fund. By definition, this fund is nonparticipant directed. Details of the net assets of Part 1 - Caterpillar Inc. Common Stock Fund, and significant components of the changes in net assets relating to this fund, are as follows:

(in thousands of dollars)		2002		2001
Net assets - Part 1 Caterpillar Inc. Common Stock Fund
Caterpillar Inc. Common stock		$	959,737	$	910,422
Common and collective trust			1,781		126
Employer contributions receivable			770		766
Participant contributions receivable			1,430		1,421
Interest and dividends receivable			3		7
Transfers payable to Part 2			(1,886)		(798)
Other (payables) receivables			(1,848)		24
	Net assets - Part 1 Caterpillar Inc. Common Stock Fund	$	959,987	$	911,968

Page 10

(in thousands of dollars)			2002		2001
Changes in net assets - Part 1 Caterpillar Inc.
Common Stock Fund
	Employer contributions		$	38,642	$	42,054
	Participant contributions			70,730		62,432
	Interest and dividends			26,495		25,960
	Net appreciation			42,349		149,246
	Withdrawals			(88,680)		(70,416)
	Transfers to Part 2			(41,517)		(26,829)
		Net increase	$	48,019		182,447

4. Master Trust

Under a Master Trust agreement with The Northern Trust Company (the "Trustee"), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the "Master Trust") in exchange for a percentage of participation in the Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the November 30, 2002 and 2001 fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At November 30, 2002 and 2001, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 83.00 percent and 82.26 percent, respectively.

Investment Valuation
The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Common and collective trust investments are valued at beginning of year value of the Master Trust's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Participant loans are valued at estimated fair value which consists of outstanding principal and related accrued interest.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year.

Page 11

Details of the Master Trust net assets and significant components of the net investment (loss) income of the Master Trust are as follows:

(in thousands of dollars)			2002			2001
Investments, at fair value
Cash and cash equivalents			$	16,482		$	17,338
Common stock				400,800			380,025
Registered investment companies				919,128			1,100,313
Common and collective trusts				204,409			166,378
Participant loans				25,025			26,096
		Total investments		1,565,844			1,690,150
Dividend and interest receivable				16			29
Transfers receivable from EIP Part 1				1,886			800
Contributions receivable				5,000			5,587
Other, net				(929	)		(1,241	)
		Net assets of Master Trust	$	1,571,817		$	1,695,325
(in thousands of dollars)			2002			2001
Investment (loss) income
Interest			$	2,291		$	3,049
Dividends				26,457			25,901
Net appreciation (depreciation) in fair value of
	Common stock			9,587			69,221
	Registered investment companies			(126,425	)		(95,800	)
	Common and collective trusts			7,475			7,824
		Net Master Trust investment (loss) income	$	(80,615	)	$	10,195

5.  Related Parties

The Master Trust invests mainly in the Preferred Group of Mutual Funds, registered investment companies that are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of Caterpillar, Inc. The investment options available to the participants are summarized in Note 1.

CIML manages the Preferred Short-Term Government Fund while all other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

6. Subsequent Event

Effective January 1, 2003 there will be no new contributions allowed into Part 1 of the plan. Assets held in Part 1 at this date may remain in Part 1 of the plan at the employee's discretion and current plan rules remain in effect.

As a result of the changes in Part 1 as described above, effective January 1, 2003, an employer matching contribution will be established for all employees in Part 2 of the Plan.  The Company match in Part 2 will be equal to 100% of employee contributions up to a maximum of 6% of base pay contributed by the employee.  Employees will immediately become fully vested in both employee and employer contributions made into the Plan.

Expenses of administration will be paid in part by the Company and in part by investment fees deducted directly from investment returns.

Page 12

Supplemental Schedules




Page 13

SCHEDULE I
Caterpillar Inc. Employees' Investment Plan EIN 36-3214040 EIN 36-6019621 Schedule H, Line 4i - Schedule of Assets Held at End of Year November 30, 2002
(a)	(b)	(c)		(d)		(e)
	Identity of issue,  borrower, lessor or  similar party	Description of investment, including maturity date,  rate of interest, collateral, par or maturity value		Cost **		Current value
*	Caterpillar Inc.	Common stock; 19,233,207 shares		$	684,690,063	$	959,737,029
*	Northern Trust	Collective Short-Term Investment Fund; 1,780,563 units					1,780,563
*	Northern Trust	Collective Government Short-Term Investment Fund; 10,630,520 units					10,630,520
*	Caterpillar Inc.	401(k) Master Trust					1,298,280,426
	State Street	Brokerage					40,447,570
			Total Investments			$	2,310,876,108
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 14

SCHEDULE II
Caterpillar Inc. Employees' Investment Plan EIN 36-6019621 Schedule H, Line 4i - Schedule of Reportable Transactions Year Ended November 30, 2002
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)
Identity of party involved	Description of assets	Purchase price		Selling price		Lease rental		Expense incurred with transaction		Cost of asset		Current value of asset on transaction date		Net gain or (loss)
Caterpillar Inc.	Common stock:
	- Series of 65 purchases	$	135,405,102	$	- -	$	- -	$	- -	$	135,405,102	$	135,405,102	$	- -
Caterpillar Inc.	Collective Short-Term:
	- Series of 72 purchases	$	128,070,671	$	- -	$	- -	$	- -	$	128,070,671	$	128,070,671	$	- -
	- Series of 71sales			$	121,663,863		-		-	$	121,663,863	$	121,663,863	$	- -

Page 15

EXHIBIT C

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (No. 33-3718, as amended, and No. 33-39280) of Caterpillar Inc. of our report dated May 28, 2003 relating to the financial statements of the Caterpillar Inc. Employees' Investment Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 16

EXHIBIT D
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Caterpillar Inc. (the "Company") for the Employees' Investment Plan on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 28, 2003			/s/ Glen A. Barton	Chairman of the Board and Chief Executive Officer
			(Glen A. Barton)
May 28, 2003			/s/ F. Lynn McPheeters	Chief Financial Officer
			(F. Lynn McPheeters)

Page 17

EX-99.4

EXHIBIT 99.4
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 11-K
(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________.
Commission File No. 1-768
SAVINGS AND INVESTMENT PLAN (Full title of the Plan)
CATERPILLAR INC. (Name of issuer of the securities held pursuant to the Plan)
100 NE Adams Street, Peoria, Illinois 61629 (Address of principal executive offices)

Page 1

REQUIRED INFORMATION

Item 1.
The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.
The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.
The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.
The Consent of Independent Accountants is attached hereto as Exhibit C.

Item 5.
The Certification of Glen A. Barton, Chairman and Chief Executive Officer of Caterpillar Inc. and F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit D.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
SAVINGS AND INVESTMENT PLAN
	CATERPILLAR INC. (Issuer)
May 28, 2003	By:	/s/ F. Lynn McPheeters
		Name:	F. Lynn McPheeters
		Title:	Vice President and Chief Financial Officer

Page 2

Solar Turbines Incorporated
Savings and Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001

Page 2

Report of Independent Accountants

To the Participants, Investment Plan Committee and
Benefits Funds Committee of the Solar Turbines Incorporated
Savings and Investment Plan


In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Solar Turbines Incorporated Savings and Investment Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basi s, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 4

EXHIBIT A
Solar Turbines Incorporated Savings and Investment Plan Statement of Net Assets Available for Benefits December 31, 2002 and 2001
(in thousands of dollars)		2002		2001
Investments
Interest in the Caterpillar Inc. 401(k) Master Trust		$	29,730	$	32,059
Other investments			663		781
	Net assets available for benefits	$	30,393	$	32,840
The accompanying notes are an integral part of these financial statements.

Page 5

EXHIBIT B
Solar Turbines Incorporated Savings and Investment Plan Statement of Changes in Net Assets Available for Benefits Years Ended December 31, 2002 and 2001
(in thousands of dollars)		2002			2001
Participant contributions		$	3,040		$	3,037
Investment loss
Plan interest in net investment loss of Master Trust			(3,571	)		(573	)
Net depreciation in fair value of registered investment companies			(173	)		(450	)
	Net investment loss		(3,744	)		(1,023	)
Withdrawals			(1,902	)		(1,598	)
Transfers from other plans, net			159			109
	Withdrawals and transfers, net		(1,743	)		(1,489	)
(Decrease) increase in net assets available for benefits			(2,447	)		525
Net assets available for benefits
Beginning of year			32,840			32,315
End of year		$	30,393		$	32,840
The accompanying notes are an integral part of these financial statements.

Page 6

Solar Turbines Incorporated
Savings and Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001

1. Plan Description

The following description of the Solar Turbines Incorporated Savings and Investment Plan (the "Plan") provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General
The Plan is a contributory defined contribution plan established by Solar Turbines Incorporated (the "Company"), a 100 percent-owned subsidiary of Caterpillar Inc., to enable eligible employees of the Company and its subsidiaries (the "participating employers") to accumulate funds. It is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

Participation
Hourly employees of the participating employers who meet certain age, service and citizenship or residency requirements are eligible to participate in the Plan. Participation commences upon an eligible employee filing an application with the Company. Participating eligible employees (the "participants") may elect to defer a portion of their compensation until retirement.

Participant Accounts
Accounts are separately maintained for each participant. The participant's account is credited with the Participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan Provisions
The Plan provides for participant loans against eligible participants' account balances. Eligible participants obtain loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50 percent of the individual participant's vested account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1 percent rounded to the nearest whole percent, as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions
Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the participating employers. For 2002 and 2001, the compensation deferral was limited to (a) the greater of $6,000 or 4 percent of the participant's compensation (limited by the Internal Revenue Code to $11,000 in 2002 and $10,500 in 2001) for participants earning in excess of $85,000 in 2002 and 2001 or (b) $11,000 in 2002 and $10,500 in 2001 for participants earning less than $85,000 in 2002 and 2001.

Page 7

Investment Programs
Participants may elect to have their contributions invested in any combination of the following thirteen investment fund options at December 31, 2002:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Fund	*	Preferred Small Cap Fund
*	Preferred Money Market Fund	*	Northern Trust Russell 3000
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Fund	*	Preferred International Growth Fund
*	Preferred Growth Fund

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the Standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and Distribution Provisions
Participants are immediately fully vested in their participant contributions and earnings thereon. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the vested balance in participants' accounts is distributable.

Administration
The Plan is administered by the Vice President - Human Services Division of Caterpillar Inc. who is responsible for nonfinancial matters, and the Benefits Funds Committee of Caterpillar Inc. which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company (the Trustee) to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the company may determine.

Plan qualification
The plan obtained its latest determination letter on July 7, 2000, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

Page 8

2. Summary of Significant Accounting Policies

Basis of Accounting
The Plan's accounts are maintained on the accrual basis of accounting.

Investments
The fair value of the Plan's investment in the 401(k) Master Trust (Note 3) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income (loss) less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Administrative Expenses
Administrative costs, including trustee fees and certain investment costs, are paid by Caterpillar Inc.

Withdrawals
Withdrawals are recorded when paid.

Transfers
Transfers from other plans generally represent account balance transfers for participants who transfer from one plan covered by the Master Trust to another plan covered by the Master Trust.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.


3. Master Trust

Under a Master Trust agreement with The Northern Trust Company (the "Trustee"), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the "Master Trust") in exchange for a percentage of participation in the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the December 31, 2002 and 2001 fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 2002 and 2001, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 2.00 percent and 1.91 percent, respectively.

Page 9

Investment Valuation
The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Common and collective trust investments are valued at beginning of year value of the Master Trust's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Participant loans are valued at estimated fair value which consists of outstanding principal and related accrued interest.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year.

Details of the Master Trust net assets and significant components of the net investment (loss) income of the Master Trust are as follows:

(in thousands of dollars)			2002			2001
Investments, at fair value
Cash and cash equivalents			$	15,937		$	10,154
Common stock				372,074			395,577
Registered investment companies				875,724			1,081,924
Common and collective trusts				206,587			175,750
Participant loans				24,809			26,309
		Total investments		1,495,131			1,689,714
Dividend and interest receivable				18			22
Transfers receivable from EIP Part 1				1,136			2,341
Contributions receivable				6,427			6,193
Other, net				149			143
		Net assets of Master Trust	$	1,502,861		$	1,698,413
(in thousands of dollars)			2002			2001
Investment (loss) income
Interest			$	2,813		$	3,590
Dividends				10,973			11,528
Net (depreciation) appreciation in fair value of
	Common stock			(47,526	)		44,598
	Registered investment companies			(168,219	)		(125,201	)
	Common and collective trusts			6,673			7,967
		Net Master Trust investment loss	$	(195,286	)	$	(57,518	)

Page 10

4.  Related Parties

The Master Trust invests mainly in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of Caterpillar Inc. The investment options available to the participants are summarized in Note 1.

CIML manages the Preferred Short-Term Government Fund while all other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

Supplemental Schedule





Page 11

SCHEDULE I
Solar Turbines Incorporated Savings and Investment Plan EIN 36-3214040 Schedule H, Line 4i - Schedule of Assets Held at End of Year December 31, 2002
(a)	(b)	(c)		(d)	(e)
	Identity of issue, borrower, lessor or similar party	Description of investment, including maturity date, rate of interest, collateral, par or maturity value		Cost **	Current value
*	Caterpillar Inc.	401(k) Master Trust			$	29,730,574
	State Street	Brokerage				662,875
			Total Investments		$	30,393,449
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 12

EXHIBIT C

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (No. 2-97450, as amended, and No. 33-37353) of Caterpillar Inc. of our report dated May 28, 2003 relating to the financial statements of the Solar Turbines Incorporated Savings and Investment Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 13

EXHIBIT D
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Caterpillar Inc. (the "Company") for the Savings and Investment Plan on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 28, 2003			/s/ Glen A. Barton	Chairman of the Board and Chief Executive Officer
			(Glen A. Barton)
May 28, 2003			/s/ F. Lynn McPheeters	Chief Financial Officer
			(F. Lynn McPheeters)

Page 14

EX-99.5

EXHIBIT 99.5
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 11-K
(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________.
Commission File No. 1-768
TAX DEFERRED SAVINGS PLAN (Full title of the Plan)
CATERPILLAR INC. (Name of issuer of the securities held pursuant to the Plan)
100 NE Adams Street, Peoria, Illinois 61629 (Address of principal executive offices)

Page 1

REQUIRED INFORMATION

Item 1.
The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.
The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.
The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.
The Consent of Independent Accountants is attached hereto as Exhibit C.

Item 5.
The Certification of Glen A. Barton, Chairman and Chief Executive Officer of Caterpillar Inc. and F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit D.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
TAX DEFERRED SAVINGS PLAN
	CATERPILLAR INC. (Issuer)
May 28, 2003	By:	/s/ F. Lynn McPheeters
		Name:	F. Lynn McPheeters
		Title:	Vice President and Chief Financial Officer

Page 2

Caterpillar Inc.
Tax Deferred Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001

Page 3

Report of Independent Accountants

To the Participants, Investment Plan Committee and
Benefits Funds Committee of the Caterpillar Inc.
Tax Deferred Savings Plan

In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Tax Deferred Savings Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence s upporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 4

Caterpillar Inc. Tax Deferred Savings Plan Statement of Net Assets Available for Benefits December 31, 2002 and 2001
(in thousands of dollars)		2002		2001
Investments
Interest in the Caterpillar Inc. 401(k) Master Trust		$	230,788	$	265,289
Other investments			1,801		2,447
	Net assets available for benefits	$	232,589	$	267,736
The accompanying notes are an integral part of these financial statements.

Page 5

Caterpillar Inc. Tax Deferred Savings Plan Statement of Changes in Net Assets Available for Benefits December 31, 2002 and 2001
(in thousands of dollars)		2002			2001
Participant contributions		$	14,194		$	16,431
Employer contributions			495			546
	Total contributions		14,689			16,977
Investment loss
Plan interest in net investment loss of Master Trust			(28,907	)		(11,648	)
Net depreciation in fair value of registered investment companies			(764	)		(916	)
	Net investment loss		(29,671	)		(12,564	)
Withdrawals			(20,222	)		(12,016	)
Transfers from other plans, net			57			294
	Withdrawals and transfers, net		(20,165	)		(11,722	)
Decrease in net assets available for benefits			(35,147	)		(7,309	)
Net assets available for benefits
Beginning of year			267,736			275,045
End of year		$	232,589		$	267,736
The accompanying notes are an integral part of these financial statements.

Page 6

Caterpillar Inc.
Tax Deferred Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001

1. Plan Description

The following description of the Caterpillar Inc. Tax Deferred Savings Plan (the "Plan") provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General
The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the "Company") to enable eligible employees of the Company and its subsidiaries (the "participating employers") which adopt the Plan to accumulate funds. It is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

Participation
Employees of the participating employers who are covered under collective bargaining agreements to which the Plan is extended who meet certain age, service and citizenship or residency requirements are eligible to participate in the Plan. Participation commences upon an eligible employee filing an application with the Company. Participating eligible employees (the "participants") elect to defer a portion of their compensation until retirement.

Participant Accounts
Accounts are separately maintained for each participant. The participant's account is credited with the participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan Provisions
The Plan provides for participant loans against eligible participants' account balances. Eligible participants obtain loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50 percent of the individual participant's vested account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1 percent rounded to the nearest whole percent, as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions
Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the participating employers. For 2002 and 2001, the compensation deferral was limited to (a) the greater of $6,000 or 4 percent of the participant's compensation (limited by the Internal Revenue Code to $11,000 in 2002 and $10,500 in 2001) for participants earning in excess of $85,000 in 2002 and 2001 or (b) $11,000 in 2002 and $10,500 in 2001 for participants earning less than $85,000 in 2002 and 2001.

Certain employee groups also receive a Company matching contribution ranging from 100 percent of the first 2 percent and 50 percent in excess of 2 percent up to 8 percent of the participants' eligible compensation.

Page 7

Investment Programs
Participants may elect to have their contributions invested in any combination of the following thirteen investment fund options at December 31, 2002:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Fund	*	Preferred Small Cap Fund
*	Preferred Money Market Fund	*	Northern Trust Russell 3000
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Fund	*	Preferred International Growth Fund
*	Preferred Growth Fund

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and Distribution Provisions

Participants are immediately fully vested in their participant contributions and earnings thereon. Participants also vest immediately in the Company's matching contributions and the earnings thereon. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the balance in participants' accounts is distributable.

Administration
The Plan is administered by the Vice President - Human Services Division of Caterpillar Inc. who is responsible for nonfinancial matters, and the Benefits Funds Committee of Caterpillar Inc. which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company (the Trustee) to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the company may determine.

Plan qualification
The plan obtained its latest determination letter on March 6, 2000, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

Page 8

2. Summary of Significant Accounting Policies

Basis of Accounting
The Plan's accounts are maintained on the accrual basis of accounting.

Investments
The fair value of the Plan's investment in the 401(k) Master Trust (Note 3) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income (loss) less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Administrative Expenses
Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Withdrawals
Withdrawals are recorded when paid.

Transfers
Transfers from other plans generally represent account balance transfers for participants who transfer from one plan covered by the Master Trust to another plan covered by the Master Trust.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.


3. Master Trust

Under a Master Trust agreement with The Northern Trust Company (the "Trustee"), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the "Master Trust") in exchange for a percentage of participation in the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the December 31, 2002 and 2001 fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 2002 and 2001, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 15.33 percent and 15.52 percent, respectively.

Page 9

Investment Valuation
The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Common and collective trust investments are valued at beginning of year value of the Master Trust's investment plus actual contributions, transfers and allocating investment income less actual withdrawals. Participant loans are valued at estimated fair value which consists of outstanding principal and related accrued interest.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year.

Details of the Master Trust net assets and significant components of the net investment (loss) income of the Master Trust are as follows:

(in thousands of dollars)			2002			2001
Investments, at fair value
Cash and cash equivalents			$	15,937		$	10,154
Common stock				372,074			395,577
Registered investment companies				875,724			1,081,924
Common and collective trusts				206,587			175,750
Participant loans				24,809			26,309
		Total investments		1,495,131			1,689,714
Dividend and interest receivable				18			22
Transfers receivable from EIP Part 1				1,136			2,341
Contributions receivable				6,427			6,193
Other, net				149			143
		Net assets of Master Trust	$	1,502,861		$	1,698,413
(in thousands of dollars)			2002			2001
Investment (loss) income
Interest			$	2,813		$	3,590
Dividends				10,973			11,528
Net appreciation (depreciation) in fair value of
	Common stock			(47,526	)		44,598
	Registered investment companies			(168,219	)		(125,201	)
	Common and collective trusts			6,673			7,967
		Net Master Trust investment loss	$	(195,286	)	$	(57,518	)

Page 10

4. Related Parties

The Master Trust invests mainly in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of the Company. The investment options available to the participants are summarized in Note 1.

CIML manages the Preferred Short-Term Government Fund while all other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

Supplemental Schedule

Page 11

SCHEDULE I
Caterpillar Inc. Tax Deferred Savings Plan EIN 36-3214040 Schedule H, Line 4i - Schedule of Assets Held at End of Year December 31, 2002
(a)	(b)	(c)		(d)	(e)
	Identity of issue, borrower, lessor or similar party	Description of investment, including maturity date, rate of interest, collateral, par or maturity value		Cost **	Current value
*	Caterpillar Inc.	401(k) Master Trust			$	230,788
	State Street	Brokerage				1,801
			Total Investments		$	232,589
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 12

EXHIBIT C

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (No. 33-8003) of Caterpillar Inc. of our report dated May 28, 2003 relating to the financial statements of the Caterpillar Inc. Tax Deferred Savings Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

Peoria, Illinois
May 28, 2003

Page 13

EXHIBIT D
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Caterpillar Inc. (the "Company") for the Tax Deferred Savings Plan on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 28, 2003			/s/ Glen A. Barton	Chairman of the Board and Chief Executive Officer
			(Glen A. Barton)
May 28, 2003			/s/ F. Lynn McPheeters	Chief Financial Officer
			(F. Lynn McPheeters)

Page 14