10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A (Amendment No. 2)
(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, 2003
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
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 [ X ] 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. [ X ]

As of December 31, 2003, there were 343,762,040 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 $ 28,128,435,330.

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

Documents Incorporated by Reference

None

Explanatory Note: On March 10, 2004 the registrant filed its Form 10-K with the Securities and Exchange Commission for the year ended December 31, 2003. On May 28, 2004, the registrant amended its' 2003 Form 10-K to add an 11-K filing for the Company's Employees' Investment Plan (Exhibit 99.2). The registrant hereby further amends its' Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003 to amend the 11-K filing for the Company's Employees' Investment Plan (Exhibit 99.2) and to add 11-K filings for the Company's Savings and Investment Plan (Exhibit 99.3), Tax Deferred Savings Plan (Exhibit 99.4), and 401(k) Plan (Exhibit 99.5). The certifications required by Sections 302 (Exhibits 31.1 and 31.2) and 960 (Exhibit 32) of the Sarbanes-Oxley Act of 2002 are also provided.

Page 2

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

(c)	Exhibits:
	31.1	Certification of James W. Owens, Chairman and Chief Executive Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification of James W. Owens, 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.
	99.2	Form 11-K/A for Employees' Investment Plan for plan year ended November 30, 2003.
	99.3	Form 11-K for Savings and Investment Plan for plan year ended December 31, 2003.
	99.4	Form 11-K for Tax Deferred Savings Plan for plan year ended December 31, 2003.
	99.5	Form 11-K for 401(k) Plan for plan year ended December 31, 2003.

Page 3

Form 10-K/A 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)
June 24, 2004	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.
June 24, 2004	/s/James W. Owens	Chairman of the Board, Director and Chief Executive Officer
June 24, 2004	/s/Douglas R. Oberhelman	Group President
June 24, 2004	/s/Gerald L. Shaheen	Group President
June 24, 2004	/s/Richard L. Thompson	Group President
June 24, 2004	/s/Gerard R. Vittecoq	Group President
June 24, 2004	/s/Steven H. Wunning	Group President
June 24, 2004	/s/F. Lynn McPheeters	Vice President and Chief Financial Officer
June 24, 2004	/s/David B. Burritt	Controller and Chief Accounting Officer

Page 4

June 24, 2004	/s/W. Frank Blount	Director
June 24, 2004	/s/John R. Brazil	Director
June 24, 2004	/s/John T. Dillon	Director
June 24, 2004	/s/Eugene V. Fife	Director
June 24, 2004	/s/Gail D. Fosler	Director
June 24, 2004	/s/Juan Gallardo	Director
June 24, 2004	/s/David R. Goode	Director
June 24, 2004	/s/Peter A. Magowan	Director
June 24, 2004	/s/William A. Osborn	Director
June 24, 2004	/s/Gordon R. Parker	Director
June 24, 2004	/s/Charles D. Powell	Director
June 24, 2004	/s/Edward B. Rust, Jr.	Director
June 24, 2004	/s/Joshua I. Smith	Director

Page 5

EX-31.1

EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, James W. Owens, certify that:
1.	I have reviewed this amended annual report on Form 10-K/A of Caterpillar Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) for the registrant and we have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
June 24, 2004			/s/ James W. Owens	Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, F. Lynn McPheeters, certify that:
1.	I have reviewed this amended annual report on Form 10-K/A of Caterpillar Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) for the registrant and we have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report; based on such evaluation; and
	c)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting.
June 24, 2004			/s/ F. Lynn McPheeters	Chief Financial Officer

EX-32

EXHIBIT 32
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") on Form 10-K/A for the period ending December 31, 2003 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.
June 24, 2004		/s/ James W. Owens	Chairman of the Board and Chief Executive Officer
June 24, 2004		/s/ F. Lynn McPheeters	Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Caterpillar Inc. and will be retained by Caterpillar Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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 November 30, 2003
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 INC. 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 Registered Public Accounting Firm is attached hereto as Exhibit C.

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 INC. EMPLOYEES' INVESTMENT PLAN
	CATERPILLAR INC. (Issuer)
June 24, 2004	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, 2003 and 2002

Page 3

 

Report of Independent Registered Public Accounting Firm

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, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and per form 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.

As further discussed in Note 1, a significant portion of the participants in the Plan was transferred into the Caterpillar 401(k) Plan during 2003.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

May 27, 2004, except for Note 7 as to which the date is June 14, 2004

Page 4

EXHIBIT A
Caterpillar Inc. Employees' Investment Plan Statement of Net Assets Available for Benefits November 30, 2003 and 2002
(in thousands of dollars)			2003		2002
Investments
	Interest in the Caterpillar Inc. 401(k) Master Trust		$	37,169	$	1,282,521
	Caterpillar Inc. common stock			48,721		959,737
	Participant loans			78		15,759
	Other investments			512		52,859
		Total investments		86,480		2,310,876
Participant contributions receivable				-		1,430
Employer contributions receivable				-		770
Interest and dividends receivable				-		15
		Net assets available for benefits		86,480		2,313,091
Liabilities
		Trade settlement payable		-		(1,848	)
		Net assets available for benefits	$	86,480	$	2,311,243
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 November 30, 2003 and 2002
(in thousands of dollars)				2003			2002
Contributions
	Participant			$	12,409		$	130,401
	Employer				3,953			39,101
			Total contributions		16,362			169,502
Investment income (loss)
	Interest				8			38
	Interest on participant loans				125			1,561
	Dividends				13,396			26,457
	Net appreciation (depreciation) in fair value of
		Common stock			111,348			42,349
		Collective trust fund			75			197
		Registered investment companies			728			(6,175	)
		Plan interest in net investment (loss) of Master Trust			(51,013	)		(67,113	)
			Net investment income (loss)		74,667			(2,686	)
Deductions
	Withdrawals				(127,490	)		(185,105	)
Transfers
	Transfers (to) from other plans, net				(2,188,302	)		3,020
Decrease in net assets available for benefits					(2,224,763	)		(15,269	)
Net assets available for benefits
	Beginning of year				2,311,243			2,326,512
	End of year			$	86,480		$	2,311,243
The accompanying notes are an integral part of these financial statements.

Page 6

Caterpillar Inc.

Employees' Investment Plan

Notes to Financial Statements

November 30, 2003 and 2002

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. The Plan is subject to the provisions of the Employee Retirement Income Security Act, as amended ("ERISA").

Participation

Prior to January 1, 2003, employees, other than those employed under collective bargaining agreements, that met certain age, service and citizenship or residency requirements were eligible to participate in the Plan. Participation commenced 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). Additionally, certain employee groups may defer a portion of their compensation until retirement under the Special Investment Supplement of the Plan (Part 2).

Effective January 1, 2003, contributions of certain management, salaried and non-bargaining hourly employees ceased in both Parts 1 and 2 of the Plan, and these employees immediately became eligible to participate in the newly established Caterpillar 401(k) Plan. The Part 1 and Part 2 balances of these employees transferred to the Caterpillar 401(k) Plan as of August 4, 2003, and January 1, 2003, respectively. Caterpillar notified all affected employees of the change in Plan participation. Total assets transferred from Part 1 and Part 2 were $930,203,994 and $1,263,021,924, respectively.

For the year ended November 30, 2003, employees of the Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. subsidiaries, Solar Turbines Incorporated Union employees, and the Peoria and Joliet Guards continued to be eligible to participate in Part 1 of the Plan. The Guards are also eligible to participate in 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 contributions 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.

Participant Loans

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. Each loan shall specify a repayment period that shall not extend beyond five years. However, the five year limit shall not apply to any loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the participant. Loans 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 m ade through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through November 23, 2007, with varying interest rates ranging from 5 to 11 percent.

Page 7

Contributions

Part 1

Participant contributions are made through after-tax payroll deductions based on a percentage (2 to 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 to 4 percent of earnings.

Employer matching 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.

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. The compensation deferral was limited by the Internal Revenue Code to $12,000 in 2003 and $11,000 in 2002.

Through December 31, 2002, certain employee groups also received 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

Effective June 30, 2001, ongoing employer and participant contributions are invested entirely 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 short-term investment vehicle. Through the year-ended November 30, 2003, the short-term investment vehicle utilized for Part 1 is the Collective Government Short-Term Investment Fund, managed by The Northern Trust Company.

Part 2

Prior to October 1, 2003, participants elected to have their contributions invested in any combination of the following thirteen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Small Cap Growth Fund
*	Preferred Money Market Fund	*	US Equity Broad Index Fund
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Value Fund	*	Preferred International Growth Fund
*	Preferred Large Cap Growth Fund

Subsequent to October 1, 2003, participants can elect to have their contributions invested in any combination of the following seventeen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Small Cap Growth Fund
*	Preferred Stable Principal Fund	*	US Equity Broad Index Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Mid Cap Growth Fund
*	Preferred Money Market Fund	*	Preferred International Growth Fund
*	Preferred Value Fund	*	Model Portfolio – Income
*	Preferred International Value Fund	*	Model Portfolio – Conservative Growth
*	Preferred Large Cap Growth Fund	*	Model Portfolio – Moderate Growth
*	Preferred Asset Allocation Fund	*	Model Portfolio – Growth
*	Preferred Fixed Income Fund

Page 8

The Model Portfolios were added as investment options in October 2003. Each portfolio contains a specific mix of the Plan’s core 401(k) investments. Each portfolio’s mix of stocks and bonds is automatically rebalanced on the last business day of each calendar quarter. The targeted percentage of stocks and bonds in each of the Model Portfolios is as follows:

*	Income	20% Stocks and 80% Bonds
*	Conservative Growth	40% Stocks and 60% Bonds
*	Moderate Growth	60% Stocks and 40% Bonds
*	Growth	80% Stocks and 20% Bonds

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 served as custodian for funds invested through this self-directed fund option in plan year 2002. Harris Direct began serving as custodian for funds invested through this self-directed fund option effective February 1, 2003.

Vesting and Distribution Provisions

Part 1

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

Prior to January 1, 2003, participants began vesting in employer contributions generally after the end of the second year of Plan participation. Participants generally vested 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 were forfeited and applied to reduce the amount of future employer contributions to the Plan. Participant shares became fully vested upon retirement, permanent disability or death. The Plan was amended effective January 1, 2003, to provide for full and immediate vesting in Company contributions made to the Plan for participants who had at least one hour of service on or after that date. Participants who did not have an hour of service on or after January 1, 2003, but who had at least one hour of service on or afte r December 1, 2002, became fully vested in the Company contributions credited to their accounts if they had completed three or more years of service.

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 account balances 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.

Part 2

Participants are immediately fully vested at all times 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 over the age of 40 are allowed to transfer some or all of their vested balances in the Part 1 accounts to Part 2 of the Plan. Transfers keep after-tax status upon the transfer into Part 2. Participants are allowed only one such transfer per month. Effective January 1, 2003, for certain management, salaried and non-bargaining hourly employees, these transfers from Part 1 were automatically invested in the Caterpillar 401(k) Plan in lieu of Part 2 of the Plan.

Page 9

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 in accordance with accounting principles generally accepted in the United States of America.

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 is valued at the market value of the underlying investments. The Plan’s interest in the 401(k) Master Trust is valued as described in Note 4. 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. Loans are valued at estimated fair value consisting of principal and any accrued interest.  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.

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.

Page 10

Withdrawals

Withdrawals are recorded when paid.

Transfers

As detailed in Note 1, on a monthly basis, participants over the age of 40 are allowed to transfer vested balances in the Part 1 accounts to Part 2 of the Plan.

Transfers from other plans generally represent account balance transfers for participants who transfer from one plan to another plan primarily due to employment status changes.

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.

Reclassification

Certain amounts from prior years have been reclassified to conform to the current-year financial statement presentation.

3.Investments

The following Plan investments represent 5% or more of net assets available for Plan benefits as of November 30, 2003 and 2002:

(in thousands of dollars)	2003		2002
Nonparticipant-directed Caterpillar Inc. Common Stock Fund (Part 1)	$	48,721	$	959,737
Participant-directed Caterpillar Inc. Common Stock Fund (Part 2)		19,232		359,777
Preferred Large Cap Growth Fund		4,646		198,731
Preferred Value Fund		-		166,732
Preferred Stable Principal Fund		-		145,428
Preferred Money Market Fund		-		131,085

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)		2003			2002
Net assets - Part 1 Caterpillar Inc. Common Stock Fund
Caterpillar Inc. common stock		$	48,721		$	959,737
Common and collective trust			8			1,781
Employer contributions receivable			-			770
Participant contributions receivable			-			1,430
Interest and dividends receivable			-			3
Transfers payable to Part 2			(68	)		(1,886	)
Other (payables) receivables			-			(1,848	)
	Net assets - Part 1 Caterpillar Inc. Common Stock Fund	$	48,661		$	959,987

Page 11

(in thousands of dollars)			2003			2002
Changes in net assets - Part 1 Caterpillar Inc.
Common Stock Fund
	Employer contributions		$	3,953		$	38,642
	Participant contributions			7,369			70,730
	Interest and dividends			13,404			26,495
	Net appreciation			111,348			42,349
	Withdrawals			(117,205	)		(88,680	)
	Transfers to Part 2/New 401K			(930,195	)		(41,517	)
		Net (decrease) increase	$	(911,326	)		48,019

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 Caterpillar 401K Plan, 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, 2003 and 2002 fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At November 30, 2003 and 2002, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 1.17 percent and 83.00 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 the fair value of the underlying investments.

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 income (loss) of the Master Trust are as follows:

(in thousands of dollars)		2003			2002
Investments, at fair value
Cash and cash equivalents		$	18,645		$	16,482
Common stock			1,593,800			400,800
Registered investment companies			1,189,579			919,128
Common and collective trusts			299,284			204,409
	Total investments		3,101,308			1,540,819
Dividend and interest receivable			378			16
Transfers receivable from EIP Part 1			79			1,886
Contributions receivable			12,433			5,000
Other, net			(878	)		(929	)
	Net assets of Master Trust	$	3,113,320		$	1,546,792

Page 12

(in thousands of dollars)			2003		2002
Investment income (loss)
Dividends			$	21,925	$	10,973
Net appreciation (depreciation) in fair value of
	Common stock			515,253		25,107
	Registered investment companies			124,290		(126,425)
	Common and collective trusts			14,748		7,475
		Net Master Trust investment income (loss)	$	676,216	$	(82,870)

5.Related Parties

The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities of the Company.

The Employees’ Investment Plan invests in the Northern Trust Collective Government Short-Term Investment Fund that is sponsored and managed by The Northern Trust Company, the Trustee for the Plan.

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 and includes the Caterpillar Stock Fund. The Master Trust also invests in the US Equity Broad Index Fund, which is sponsored and managed by The Northern Trust Company, the Trustee for the Master Trust.

CIML manages the Preferred Short-Term Government Securities 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 Events

Effective January 14, 2004, employees of the Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. subsidiaries ceased to contribute to Part 1 of the Plan, and these employees immediately became eligible to participate in the Caterpillar 401(k) Plan. Effective January 14, 2004, Solar Turbines Incorporated Union employees also ceased to contribute to Part 1 of the Plan, and these employees immediately became eligible to make after-tax contributions and receive matching employer contributions in the existing Solar Investment Plan. (The Solar Investment Plan also permits payroll deductions on a pre-tax basis.) The plan balances of Caterpillar Paving Products Inc., Caterpillar Work Tools, Inc. and Solar Turbines Incorporated employees transferred out of Part 1 of the Plan as of January 14, 2004, were $50,481,509.

Guards at Peoria and Joliet are the only remaining eligible participants of this Plan as of January 14, 2004.

Caterpillar notified all affected employees of the change in Plan participation.

7.Reissuance of Audit Report

The financial statements of the Plan as originally issued and filed with the Securities and Exchange Commission on May 28, 2004, did not disclose the historical cost of certain nonparticipant-directed Plan assets in the Supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year) as required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Subsequent to that date, the appropriate historical cost information was determined and included in the Schedule referred to above and the reference to the omission of such historical cost information in the Report of Independent Registered Public Accounting Firm has been removed.

Page 13

Supplemental Schedules

Page 14

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, 2003
(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; 640,643 shares		$	29,283,236	$	48,720,900
*	Northern Trust	Collective Short-Term Investment Fund; 8,064 units					8,064
*	Northern Trust	Collective Government Short-Term Investment Fund; 306,509 units					306,509
*	Caterpillar Inc.	401(k) Master Trust					37,169,549
	Harris Direct	Participant-directed Brokerage Account					197,319
*	Caterpillar Inc.	Participant Loans (various maturity dates through November 23, 2007, various interest rates ranging from 5% to 11%)					77,727
			Total Investments			$	86,480,068
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 15

SCHEDULE II
Caterpillar Inc. Employees' Investment Plan EIN 36-6019621 Schedule H, Line 4i - Schedule of Reportable Transactions Year Ended November 30, 2003
(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.	Collective Short-Term:
		Series of 71 purchases	$	26,234,146	$	-	$	-	$	-	$	26,234,146	$	26,234,146	$	-
		Series of 90 sales	$	-	$	38,457,251	$	-	$	-	$	38,457,251	$	38,457,251	$	-

Page 16

EXHIBIT C

 

Consent of Independent Registered Public Accounting Firm

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 27, 2004, except for Note 7 as to which the date is June 14, 2004, relating to the financial statements of the Caterpillar Inc. Employees' Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

Page 17

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 December 31, 2003
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
SOLAR TURBINES INCORPORATED 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 Registered Public Accounting Firm is attached hereto as Exhibit C.

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.
	SOLAR TURBINES INCORPORATED SAVINGS AND INVESTMENT PLAN
	CATERPILLAR INC. (Issuer)
June 24, 2004	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, 2003 and 2002

Page 3

 

Report of Independent Registered Public Accounting Firm

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, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 schedule 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. This 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.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

Page 4

EXHIBIT A
Solar Turbines Incorporated Savings and Investment Plan Statement of Net Assets Available for Benefits December 31, 2003 and 2002
(in thousands of dollars)		2003		2002
Investments
Interest in the Caterpillar Inc. 401(k) Master Trust		$	36,052	$	27,460
Participant loans			2,303		2,270
Other investments			934		663
	Net assets available for benefits		39,289		30,393
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, 2003 and 2002
(in thousands of dollars)			2003			2002
Contributions
Participant			$	2,878		$	3,040
Investment income (loss)
Plan interest in net investment income (loss) of Master Trust				9,442			(3,751	)
Interest on participant loans				155			180
Net appreciation (depreciation) in fair value of registered investment companies				164			(173	)
		Net investment income (loss)		9,761			(3,744	)
Deductions
	Withdrawals			(1,931	)		(1,902	)
Transfers
	Transfers (to) from other plans, net			(1,812	)		159
Increase (decrease) in net assets available for benefits				8,896			(2,447	)
Net assets available for benefits
Beginning of year				30,393			32,840
End of year			$	39,289		$	30,393
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, 2003 and 2002

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. The Plan is subject to the provisions of the Employee Retirement Income Security Act, as amended ("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.

Participant Loans

The Plan provides for participant loans against eligible participants' 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. Each loan shall specify a repayment period that shall not extend beyond five years. However, the five year limit shall not apply to any loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the participant. Loans 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 mad e through after-tax payroll deductions and are credited to the individual participant's account balance. Participan loans have various maturity dates through August 16, 2013, with varying interest rates ranging from 5 to 11 percent.

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. The compensation deferral was limited by the Internal Revenue Code to $12,000 in 2003 and $11,000 in 2002.

Effective January 14, 2004, the Company will make matching contributions to the Plan equal to 50 percent, 66-2/3 percent or 80 percent (up to 6 percent of earnings) of participant after-tax contributions.

Page 7

Investment Programs

Prior to October 1, 2003, participants elected to have their contributions invested in any combination of the following thirteen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Small Cap Growth Fund
*	Preferred Money Market Fund	*	US Equity Broad Index Fund
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Value Fund	*	Preferred International Growth Fund
*	Preferred Large Cap Growth Fund

Subsequent to October 1, 2003, participants can elect to have their contributions invested in any combination of the following seventeen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Small Cap Growth Fund
*	Preferred Stable Principal Fund	*	US Equity Broad Index Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Mid Cap Growth Fund
*	Preferred Money Market Fund	*	Preferred International Growth Fund
*	Preferred Value Fund	*	Model Portfolio – Income
*	Preferred International Value Fund	*	Model Portfolio – Conservative Growth
*	Preferred Large Cap Growth Fund	*	Model Portfolio – Moderate Growth
*	Preferred Asset Allocation Fund	*	Model Portfolio – Growth
*	Preferred Fixed Income Fund

The Model Portfolios were added as investment options in October 2003. Each portfolio contains a specific mix of the Plan’s core 401(k) investments. Each portfolio’s mix of stocks and bonds is automatically rebalanced on the last business day of each calendar quarter. The targeted percentage of stocks and bonds in each of the Model Portfolios is as follows:

*	Income	20% Stocks and 80% Bonds
*	Conservative Growth	40% Stocks and 60% Bonds
*	Moderate Growth	60% Stocks and 40% Bonds
*	Growth	80% Stocks and 20% Bonds

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 served as custodian for funds invested through this self-directed fund option in plan year 2002. Harris Direct began serving as custodian for funds invested through this self-directed fund option effective February 1, 2003.

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 in cash unless the participant (or beneficiary) elects to receive Company shares in kind. The value of any full or fractional shares paid in cash will be based upon the average price per share the Trustee receives from sales of Company shares for the purpose of making the distribution.

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.

Page 8

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, Plan assets will be distributed in accordance with the provisions of the Plan.

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.

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 interest in the 401(k) Master Trust is valued as described in Note 4. 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. Loans are valued at estimated fair value consisting of principal and any accrued interest.  Income from investments is recorded as earned. Purchases and sales of securities are recorded on a trade-date basis.

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 to another plan primarily due to employment status changes.

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.

Reclassification

Certain amounts from prior years have been reclassified to conform to the current-year financial statement presentation.

Page 9

3.Investments

The following Plan investments, all of which are included in the Master Trust, represent 5% or more of net assets available for Plan benefits as of December 31, 2003 and 2002:

(in thousands of dollars)	2003		2002
Caterpillar Inc. Common Stock Fund	$	13,022	$	9,334
Preferred Large Cap Growth Fund		5,842		4,572
Preferred Stable Principal Fund		4,363		3,925
Preferred Money Market Fund		3,812		2,666
Preferred Value Fund		3,203		3,162

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 Caterpillar 401K Plan, 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 December 31, 2003 and 2002 fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 2003 and 2002, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 1.17 percent and 2.00 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 the fair value of the underlying investments.

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 income (loss) of the Master Trust are as follows:

(in thousands of dollars)		2003		2002
Investments, at fair value
Cash and cash equivalents		$	18,475	$	15,937
Common stock			1,706,596		372,074
Registered investment companies			1,239,652		875,724
Common and collective trusts			308,580		206,587
	Total investments		3,273,303		1,470,322
Dividend and interest receivable			13		18
Transfers receivable from EIP Part 1			-		1,136
Contributions receivable			11,213		6,427
Other, net			368		149
	Net assets of Master Trust	$	3,284,897	$	1,478,052

Page 10

 

(in thousands of dollars)			2003		2002
Investment income (loss)
Interest			$	255	$	597
Dividends				21,746		10,973
Net appreciation (depreciation) in fair value of
	Common stock			693,700		(47,526	)
	Registered investment companies			198,943		(168,219	)
	Common and collective trusts			17,443		6,673
		Net Master Trust investment income (loss)	$	932,087	$	(197,502	)

5.Related Parties

The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities of the Company.

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 and includes the Caterpillar Stock Fund. The Master Trust also invests in the US Equity Broad Index Fund, which is sponsored and managed by The Northern Trust Company, the Trustee for the Master Trust.

CIML manages the Preferred Short-Term Government Securities 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 Events

Effective January 14, 2004, Solar Turbines Incorporated Union employees ceased to contribute to Part 1 of the Caterpillar Inc. Employees’ Investment Plan, and these employees immediately became eligible to make after-tax contributions and receive matching employer contributions in the existing Solar Turbines Incorporated Savings and Investment Plan. The Plan balance transferred out of Caterpillar Inc. Employees’ Investment Plan Part 1 into the Solar Turbines Incorporated Savings and Investment Plan as of January 14, 2004, was $29,647,431.

Page 11

Supplemental Schedule

Page 12

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, 2003
(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			**	$	36,051,601
	Harris Direct	Participant-directed Brokerage Account			**		934,494
*	Caterpillar Inc.	Participant Loans (various maturity dates through August 16, 2013, various interest rates ranging from 5% to 11%)					2,303,228
			Total Investments			$	39,289,323
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 13

EXHIBIT C

 

Consent of Independent Registered Public Accounting Firm

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 June 24, 2004 relating to the financial statements of the Solar Turbines Incorporated Savings and Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

Page 14

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, 2003
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 INC. 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 Registered Public Accounting Firm is attached hereto as Exhibit C.

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 INC. TAX DEFERRED SAVINGS PLAN
	CATERPILLAR INC. (Issuer)
June 24, 2004	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, 2003 and 2002

Page 3

 

Report of Independent Registered Public Accounting Firm

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, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform t he 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 schedule 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. This 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.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

Page 4

EXHIBIT A
Caterpillar Inc. Tax Deferred Savings Plan Statement of Net Assets Available for Benefits December 31, 2003 and 2002
(in thousands of dollars)		2003		2002
Investments
Interest in the Caterpillar Inc. 401(k) Master Trust		$	283,472	$	224,576
Participant loans			5,515		6,212
Other investments			2,791		1,801
	Net assets available for benefits	$	291,778	$	232,589
The accompanying notes are an integral part of these financial statements.

Page 5

EXHIBIT B
Caterpillar Inc. Tax Deferred Savings Plan Statement of Changes in Net Assets Available for Benefits Years Ended December 31, 2003 and 2002
(in thousands of dollars)			2003			2002
Contributions
	Participant		$	13,887		$	14,194
	Employer			71			495
		Total contributions		13,958			14,689
Investment income (loss)
Plan interest in net investment income (loss) of Master Trust				64,590			(29,408	)
Interest on participant loans				379			501
Net appreciation (depreciation) in fair value of registered investment companies				462			(764	)
		Net investment income (loss)		65,431			(29,671	)
Deductions
	Withdrawals			(21,787	)		(20,222	)
Transfers
	Transfers from other plans, net			1,587			57
Increase (decrease) in net assets available for benefits				59,189			(35,147	)
Net assets available for benefits
Beginning of year				232,589			267,736
End of year			$	291,778		$	232,589
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, 2003 and 2002

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. The Plan is subject to the provisions of the Employee Retirement Income Security Act, as amended ("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.

Participant Loans

The Plan provides for participant loans against eligible participants' 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. Each loan shall specify a repayment period that shall not extend beyond five years. However, the five year limit shall not apply to any loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the participant. Loans 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 mad e through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through July 19, 2013, with varying interest rates ranging from 5 to 11 percent.

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. The compensation deferral was limited by the Internal Revenue Code to $12,000 in 2003 and $11,000 in 2002.

All eligible associates of the International Association of Machinists and Aerospace Workers, AFL-CIO, District Lodge No. 77 also receive a Company matching contribution equal to 20 cents per hour worked while the Agreement and Plan are in effect.  No other participants receive a company matching contribution. 

Page 7

Investment Programs

Prior to October 1, 2003, participants elected to have their contributions invested in any combination of the following thirteen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Small Cap Growth Fund
*	Preferred Money Market Fund	*	US Equity Broad Index Fund
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Value Fund	*	Preferred International Growth Fund
*	Preferred Large Cap Growth Fund

Subsequent to October 1, 2003, participants can elect to have their contributions invested in any combination of the following seventeen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Small Cap Growth Fund
*	Preferred Stable Principal Fund	*	US Equity Broad Index Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Mid Cap Growth Fund
*	Preferred Money Market Fund	*	Preferred International Growth Fund
*	Preferred Value Fund	*	Model Portfolio – Income
*	Preferred International Value Fund	*	Model Portfolio – Conservative Growth
*	Preferred Large Cap Growth Fund	*	Model Portfolio – Moderate Growth
*	Preferred Asset Allocation Fund	*	Model Portfolio – Growth
*	Preferred Fixed Income Fund

The Model Portfolios were added as investment options in October 2003. Each portfolio contains a specific mix of the Plan’s core 401(k) investments. Each portfolio’s mix of stocks and bonds is automatically rebalanced on the last business day of each calendar quarter. The targeted percentage of stocks and bonds in each of the Model Portfolios is as follows:

*	Income	20% Stocks and 80% Bonds
*	Conservative Growth	40% Stocks and 60% Bonds
*	Moderate Growth	60% Stocks and 40% Bonds
*	Growth	80% Stocks and 20% Bonds

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 served as custodian for funds invested through this self-directed fund option in plan year 2002. Harris Direct began serving as custodian for funds invested through this self-directed fund option effective February 1, 2003.

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 in cash unless the participant (or beneficiary) elects to receive Company shares in kind. The value of any full or fractional shares paid in cash will be based upon the average price per share the Trustee receives from sales of Company shares for the purpose of making the distribution. 

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.

Page 8

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, Plan assets will be distributed in accordance with the provisions of the Plan.

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.

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 interest in the 401(k) Master Trust is valued as described in Note 4. 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. Loans are valued at estimated fair value consisting of principal and any accrued interest.  Income from investments is recorded as earned. Purchases and sales of securities are recorded on a trade-date basis.

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 to another plan primarily due to employment status changes.

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.

Reclassification

Certain amounts from prior years have been reclassified to conform to the current-year financial statement presentation.

Page 9

3.Investments

The following Plan investments, all of which are included in the Master Trust, represent 5% or more of net assets available for Plan benefits as of December 31, 2003 and 2002:

(in thousands of dollars)	2003		2002
Caterpillar Inc. Common Stock Fund	$	72,273	$	45,837
Preferred Stable Principal Fund		47,664		43,548
Preferred Large Cap Growth Fund		43,315		36,059
Preferred Value Fund		34,040		31,151
Preferred Money Market Fund		22,805		21,900
Preferred Fixed Income Fund		15,693		13,208

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 Caterpillar 401K Plan, 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 December 31, 2003 and 2002 fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 2003 and 2002, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 8.66 percent and 15.33 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 the fair value of the underlying investments.

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 income (loss) of the Master Trust are as follows:

(in thousands of dollars)	2003		2002
Investments, at fair value
Cash and cash equivalents	$	18,475	$	15,937
Common stock		1,706,596		372,074
Registered investment companies		1,239,652		875,724
Common and collective trusts		308,580		206,587
		3,273,303		1,470,322
Dividend and interest receivable		13		18
Transfers receivable from EIP Part 1		-		1,136
Contributions receivable		11,213		6,427
Other, net		368		149
	$	3,284,897	$	1,478,052

Page 10

(in thousands of dollars)			2003		2002
Investment income (loss)
Interest			$	255	$	597
Dividends				21,746		10,973
Net appreciation (depreciation) in fair value of
	Common stock			693,700		(47,526	)
	Registered investment companies			198,943		(168,219	)
	Common and collective trusts			17,443		6,673
		Net Master Trust investment income (loss)	$	932,087	$	(197,502	)

5.Related Parties

The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities of the Company.

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 and includes the Caterpillar Stock Fund. The Master Trust also invests in the US Equity Broad Index Fund, which is sponsored and managed by The Northern Trust Company, the Trustee for the Master Trust.

CIML manages the Preferred Short-Term Government Securities 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.

Page 11

Supplemental Schedule

Page 12

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, 2003
(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			**	$	283,472,405
	Harris Direct	Participant-directed Brokerage Account			**		2,790,629
*	Caterpillar Inc.	Participant loans (various maturity dates through July 19, 2013, various interest rates ranging from 5% to 11%)					5,515,064
			Total Investments			$	291,778,098
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 13

EXHIBIT C

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-8003) of Caterpillar Inc. of our report dated June 24, 2004 relating to the financial statements of the Caterpillar Inc. Tax Deferred Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

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, 2003
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 401(K) 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 December 31, 2003 (the Plan's initial period), of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for Plan benefits for the fiscal year ended December 31, 2003 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 Registered Public Accounting Firm is attached hereto as Exhibit C.

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 401(K) PLAN
	CATERPILLAR INC. (Issuer)
June 24, 2004	By:	/s/ F. Lynn McPheeters
		Name:	F. Lynn McPheeters
		Title:	Vice President and Chief Financial Officer

Page 2

Caterpillar 401(k) Plan

Financial Statements and Supplemental Schedule

December 31, 2003

Page 3

 

Report of Independent Registered Public Accounting Firm

To the Participants, Investment Plan Committee

and Benefits Funds Committee of the

Caterpillar 401(k) 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 401(k) Plan (the "Plan") at December 31, 2003, and the changes in net assets available for benefits for the period from January 1, 2003 to December 31, 2003, 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 audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obta in 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.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

Page 4

EXHIBIT A
Caterpillar 401(k) Plan Statement of Net Assets Available for Benefits December 31, 2003
(in thousands of dollars)		2003
Investments
Interest in the Caterpillar Inc. 401(k) Master Trust		$	2,926,088
Participant loans			17,758
Other investments			58,040
	Net assets available for benefits	$	3,001,886
The accompanying notes are an integral part of these financial statements.

Page 5

EXHIBIT B
Caterpillar 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2003
(in thousands of dollars)			2003
Contributions
	Participant		$	118,737
	Employer			77,294
		Total contributions		196,031
Investment income
Plan interest in net investment income of Master Trust				846,271
Interest on participant loans				1,267
Net appreciation in fair value of registered investment companies				10,037
		Net investment income		857,575
Deductions
	Withdrawals			(237,390	)
Transfers
	Transfers from other plans, net			2,185,670
Increase in net assets available for benefits				3,001,886
Net assets available for benefits
Beginning of year				-
End of year			$	3,001,886
The accompanying notes are an integral part of these financial statements.

Page 6

Caterpillar 401(k) Plan

Notes to Financial Statements

December 31, 2003

1.Plan Description

The following description of the Caterpillar 401(k) Plan (the "Plan"), which became effective January 1, 2003, 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 for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act, as amended ("ERISA").

Participation

Prior to January 1, 2003, employees, other than those employed under collective bargaining agreements, that met certain age, service and citizenship or residency requirements were eligible to participate in the Caterpillar Inc. Employees’ Investment Plan (Part 1 and Part 2). Effective January 1, 2003, Caterpillar amended the Employees' Investment Plan and established the Caterpillar 401(k) Plan for the benefit of certain management, salaried and non-bargaining hourly employees in lieu of participation in the Employees’ Investment Plan. The Caterpillar Inc. Employees’ Investment Plan Part 1 and Part 2 balances of these employees transferred to the Caterpillar 401(k) Plan as of August 4, 2003, and January 1, 2003, respectively. Caterpillar notified all affected employees of the change in plan participation. Total assets transferred from Part 1 and Part 2 o f the Employees’ Investment Plan to the Caterpillar 401(k) Plan were $930,203,994 and $1,263,021,924, respectively.

Participant Accounts

Accounts are separately maintained for each participant. The participant's account is credited with the participant's contribution as defined below, the employer contributions 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.

Participant Loans

The Plan provides for participant loans against eligible participants' 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. Each loan shall specify a repayment period that shall not extend beyond five years. However, the five year limit shall not apply to any loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the participant. Loans 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 mad e through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through March 1, 2020, with varying interest rates ranging from 5 to 11 percent.

Contributions

There are two regular kinds of contributions that are made to the Plan: “401(k) contributions” (including catch-up contributions) and “matching contributions.” Participant 401(k) contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the participating employers. Participants who are at least 50 years old by the end of the calendar year are allowed by the Plan to make a catch-up 401(k) contribution for that year. The maximum amount of catch-up contributions a participant could make in 2003 was limited to $2,000. The compensation deferral (including catch-up contributions) was limited by the Internal Revenue Code to $12,000 in 2003.

Page 7

Employer matching contributions are 100 percent of participant 401(k) contributions up to a maximum of 6 percent of compensation. The Company may change the match percentage or the limit on matching contribution from time to time.

Investment Programs

Prior to October 1, 2003, participants elected to have their contributions invested in any combination of the following thirteen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Asset Allocation Fund
*	Preferred Stable Principal Fund	*	Preferred Fixed Income Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Small Cap Growth Fund
*	Preferred Money Market Fund	*	US Equity Broad Index Fund
*	Preferred Value Fund	*	Preferred Mid Cap Growth Fund
*	Preferred International Value Fund	*	Preferred International Growth Fund
*	Preferred Large Cap Growth Fund

Subsequent to October 1, 2003, participants can elect to have their contributions invested in any combination of the following seventeen investment fund options:

*	Caterpillar Stock Fund	*	Preferred Small Cap Growth Fund
*	Preferred Stable Principal Fund	*	US Equity Broad Index Fund
*	Preferred Short-Term Government Securities Fund	*	Preferred Mid Cap Growth Fund
*	Preferred Money Market Fund	*	Preferred International Growth Fund
*	Preferred Value Fund	*	Model Portfolio – Income
*	Preferred International Value Fund	*	Model Portfolio – Conservative Growth
*	Preferred Large Cap Growth Fund	*	Model Portfolio – Moderate Growth
*	Preferred Asset Allocation Fund	*	Model Portfolio – Growth
*	Preferred Fixed Income Fund

The Model Portfolios were added as investment options in October 2003. Each portfolio contains a specific mix of the Plan’s core 401(k) investments. Each portfolio’s mix of stocks and bonds is automatically rebalanced on the last business day of each calendar quarter. The targeted percentage of stocks and bonds in each of the Model Portfolios is as follows:

*	Income	20% Stocks and 80% Bonds
*	Conservative Growth	40% Stocks and 60% Bonds
*	Moderate Growth	60% Stocks and 40% Bonds
*	Growth	80% Stocks and 20% Bonds

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. Harris Direct began serving as custodian for funds invested through this self-directed fund option effective February 1, 2003.

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 in a single lump cash payment, unless the participant elects a distribution of Company shares allocable to the participant's balance in the Caterpillar Stock Fund.  Any partial shares are paid to the participant in cash.

Page 8

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 at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, Plan assets will be distributed in accordance with the provisions of the Plan.

Plan Qualification

The Plan does not have a current determination letter on file; 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.

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 interest in the 401(k) Master Trust is valued as described in Note 4. 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.   Loans are valued at estimated fair value consisting of principal and any accrued interest.  Income from investments is recorded as earned. Purchases and sales of securities are recorded on a trade-date basis.

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 to another plan primarily due to employment status changes.

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

3.Investments

The following Plan investments, all of which are included in the Master Trust, represent 5% or more of net assets available for Plan benefits as of December 31, 2003:

(in thousands of dollars)	2003
Caterpillar Inc. Common Stock Fund	$	1,618,734
Preferred Stable Principal Fund		208,798
Preferred Large Cap Growth Fund		241,443
Preferred Value Fund		192,954
Preferred Money Market Fund		159,606

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 Caterpillar 401K Plan, 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 December 31, 2003, fair values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 2003, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 89.01 percent.

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 the fair value of the underlying investments.

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 income (loss) of the Master Trust are as follows:

(in thousands of dollars)	2003
Investments, at fair value
Cash and cash equivalents	$	18,475
Common stock		1,706,596
Registered investment companies		1,239,652
Common and collective trusts		308,580
		3,273,303
Dividend and interest receivable		13
Contributions receivable		11,213
Other, net		368
	$	3,284,897

Page 10

(in thousands of dollars)			2003
Investment income
Interest			$	255
Dividends				21,746
Net appreciation in fair value of
	Common stock			693,700
	Registered investment companies			198,943
	Common and collective trusts			17,443
		Net Master Trust investment income	$	932,087

5.Related Parties

The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities of the Company.

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 and includes the Caterpillar Stock Fund. The Master Trust also invests in the US Equity Broad Index Fund, which is sponsored and managed by The Northern Trust Company, the Trustee for the Master Trust.

CIML manages the Preferred Short-Term Government Securities 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 Events

Effective December 31, 2003, employees of the Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. subsidiaries ceased to contribute to the Caterpillar Paving Products Inc. 401(k) Plan and the Caterpillar Work Tools, Inc. 401(k) Profit Sharing Plan, respectively. These employees immediately became eligible to participate in the Caterpillar 401(k) Plan. The plan balances of Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. transferred into the Caterpillar 401(k) Plan as of December 31, 2003, were $50,286,754.

Effective January 14, 2004, employees of the Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. subsidiaries ceased to contribute to the Caterpillar Inc. Employees’ Investment Plan Part 1, and these employees immediately became eligible to participate in the Caterpillar 401(k) Plan. The plan balances of Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. transferred out of the Caterpillar Inc. Employees’ Investment Plan Part 1 into the Caterpillar 401(k) Plan as of January 14, 2004, were $21,098,323.

Page 11

Supplemental Schedule

Page 12

SCHEDULE I
Caterpillar Inc. 401(k) Plan EIN 37-0602744 Schedule H, Line 4i - Schedule of Assets Held at End of Year December 31, 2003
(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			**	$	2,926,088,473
	Harris Direct	Participant-directed Brokerage Account			**		58,040,151
*	Caterpillar Inc.	Participant Loans (various maturity dates through March 1, 2020, various interest rates ranging from 5% to 11%)					17,757,828
			Total Investments			$	3,001,886,452
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

Page 13

EXHIBIT C

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-111355) of Caterpillar Inc. of our report dated June 24, 2004 relating to the financial statements of the Caterpillar 401(k) Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

June 24, 2004

Page 14