10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A
(Mark One)
	[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004
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)			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

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 [ ü ] No [    ]

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

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

As of December 31, 2004, there were 342,936,949 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 $32,772,664,307.

Documents Incorporated by Reference

None

Explanatory Note: On February 24, 2005 the registrant filed its Form 10-K with the Securities and Exchange Commission for the year ended December 31, 2004. The registrant hereby amends its' Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2004 to add 11-K filings for the following company benefit plans: Employees' Investment Plan (Exhibit 99.3); Savings and Investment Plan (Exhibit 99.4); Tax Deferred Savings Plan (Exhibit 99.5); and 401(k) Plan (Exhibit 99.6). The certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are also provided.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(b) 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 David B. Burritt, 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 David B. Burritt, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.3	Form 11-K for Caterpillar Inc. Employees' Investment Plan.
99.4	Form 11-K for Solar Turbines Incorporated Savings and Investment Plan.
99.5	Form 11-K for Caterpillar Inc. Tax Deferred Savings Plan.
99.6	Form 11-K for Caterpillar 401(k) Plan.

PAGE 1

Form 10-K SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
		CATERPILLAR INC. (Registrant)
May 26, 2005	By:	/s/ James B. Buda
		Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the company and in the capacities and on the dates indicated.
May 26,  2005	/s/ James W. Owens	Chairman of the Board, Director and Chief Executive Officer
May 26,  2005	/s/ Stuart L. Levenick	Group President
May 26,  2005	/s/ Douglas R. Oberhelman	Group President
May 26,  2005	/s/ Gerald L. Shaheen	Group President
May 26,  2005	/s/ Gerard R. Vittecoq	Group President
May 26,  2005	/s/ Steven H. Wunning	Group President
May 26,  2005	/s/ David B. Burritt	Vice President and Chief Financial Officer
May 26,  2005	/s/ Bradley M. Halverson	Controller and Chief Accounting Officer

PAGE 2

May 26,  2005	/s/ W. Frank Blount	Director
May 26,  2005	/s/ John R. Brazil	Director
May 26,  2005	/s/ John T. Dillon	Director
May 26,  2005	/s/ Eugene V. Fife	Director
May 26,  2005	/s/ Gail D. Fosler	Director
May 26,  2005	/s/ Juan Gallardo	Director
May 26,  2005	/s/ David R. Goode	Director
May 26,  2005	/s/ Peter A. Magowan	Director
May 26,  2005	/s/ William A. Osborn	Director
May 26,  2005	/s/ Gordon R. Parker	Director
May 26,  2005	/s/ Charles D. Powell	Director
May 26,  2005	/s/ Edward B. Rust, Jr.	Director
May 26,  2005	/s/ Joshua I. Smith	Director

PAGE 4

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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	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
	d)	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.
May 26,  2005			/s/ James W. Owens	Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, David B. Burritt, certify that:
1.	I have reviewed this amended annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	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
	d)	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.
May 26,  2005			/s/ David B. Burritt	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, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 26,  2005		/s/ James W. Owens	Chairman of the Board and Chief Executive Officer
May 26,  2005		/s/ David B. Burritt	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-99.3

EXHIBIT 99.3
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 11-K
(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2004
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)
May  26,  2005	By:	/s/David B. Burritt
		Name:	David B. Burritt
		Title:	Vice President and Chief Financial Officer

PAGE 2

Caterpillar Inc.

Employees' Investment Plan

Financial Statements and Supplemental Schedules

November 30, 2004 and 2003

PAGE 3

Report of Independent Registered Public Accounting Firm

To the Participants, Investment Plan Committee

and Benefit 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, 2004 and November 30, 2003, 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 of Assets Held at End of Year and Schedule of Reportable Transactions 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 discussed in Note 1, a significant portion of the assets in the Plan were transferred into the Caterpillar 401(k) Plan during 2003 and 2004.  The balance of the assets are expected to be transferred in 2005, following which the Plan will be terminated. 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Peoria, Illinois

May 24, 2005

PAGE 4

EXHIBIT A
Caterpillar Inc. Employees' Investment Plan Statement of Net Assets Available for Benefits November 30, 2004 and 2003
(in thousands of dollars)			2004		2003
Investments
	Interest in the Caterpillar Investment Trust		$	13,233	$	37,169
	Caterpillar Inc. common stock			279		48,721
	Participant loans			16		78
	Other investments - registered investment companies in participant directed brokerage accounts			145		512
		Net assets available for benefits	$	13,673	$	86,480
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, 2004 and 2003
(in thousands of dollars)				2004			2003
Contributions
	Participant			$	473		$	12,409
	Employer				135			3,953
			Total contributions		608			16,362
Investment income
	Interest				1			8
	Interest on participant loans				1			125
	Dividends				15			13,396
	Net appreciation in fair value of:
		Common stock			4,717			111,348
		Collective trust fund			1			75
		Registered investment companies in participant directed brokerage accounts			9			728
		Plan interest in net investment income (loss) of Master Trust			2,163			(51,013	)
			Net investment income		6,907			74,667
Deductions
	Withdrawals				(3,938	)		(127,490	)
Transfers
	Transfers to other plans, net				(76,384	)		(2,188,302	)
Decrease in net assets available for benefits					(72,807	)		(2,224,763	)
Net assets available for benefits
	Beginning of year				86,480			2,311,243
	End of year			$	13,673		$	86,480
The accompanying notes are an integral part of these financial statements.

PAGE 6

Caterpillar Inc.

Employees' Investment Plan

Notes to Financial Statements

November 30, 2004 and 2003

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. Caterpillar notified all affected employees of the change in Plan participation. The Part 1 balances of these employees, totaling $930,203,994, transferred to the Caterpillar 401(k) Plan as of August 4, 2003. The Part 2 balances of a majority of these employees, totaling $1,263,021,924, transferred to the Caterpillar 401(k) Plan as of January 1, 2003. In the year-ended November 30, 2004, an additional $25,637,740 of the account balances for these employees were transferred from Part 2 of the Plan into the Caterpillar 401(k) Plan. The remaining account balances will be transferred from Part 2 of the Plan into the Caterpillar 401(k) Plan in the year-ending November 30, 2005, following which the Plan will be terminated.

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 Turbines Incorporated Savings and Investment Plan. 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 $50,745,754.

Caterpillar notified all affected employees of the change in Plan participation. Guards at Peoria and Joliet are the only remaining eligible participants of this Plan as of January 14, 2004.

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 contributions, employer contributions and an allocation of Plan earnings. The participant accounts under Part 2 of the Plan are credited with participant contributions 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.

PAGE 7

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 Plan’s recordkeeper 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 that 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 made through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through October 27, 2006, with varying interest rates ranging from 5 to 9 percent.

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. 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 contribution for that year. The maximum amount of catch-up contributions a participant could make in 2004 and 2003 was limited to $3,000 and $2,000, respectively. The compensation deferral (including catch-up contributions) was limited by the Internal Revenue Code to $13,000 ($16,000 for age 50 or older) in 2004 and $12,000 ($14,000 for age 50 or older) in 2003.

Investment Programs

Part 1

Contributions to Part 1 are held in a separate trust (“the Part 1 Trust”).

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. 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

The majority of the Plan’s assets are invested in the Caterpillar Investment Trust as discussed in Note 3.

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

PAGE 8

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

The Caterpillar Stock Fund consists of Caterpillar Inc. common stock and a small amount of cash equivalents.

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

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 after 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.

PAGE 9

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 participant 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 Part 1 accounts of the Plan to Part 2. 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 transferred in the Caterpillar 401(k) Plan in lieu of Part 2 of the Plan.

Administration

The Plan is administered by the Investment Plan Committee of Caterpillar Inc., which is responsible for non-financial matters, and the Benefit 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

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. The Company intends to terminate the Plan during the year-ending November 30, 2005, after all remaining assets have been transferred from the Plan.  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, Plan assets will be distributed in accordance with the provisions of the Plan.

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.

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 fair value of the underlying investments. The Plan’s interest in the Caterpillar Investment 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. Interest on investments is recorded as earned. Dividends are recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis.

Contributions

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

PAGE 10

Administrative Expenses

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

Withdrawals

Withdrawals are recorded when paid.

Transfers

As detailed in Note 1, on a monthly basis, participants over the age of 40 are allowed to transfer vested balances in the Part 1 accounts to Part 2 of the Plan. These transfers have no impact on net assets of the Plan.

Transfers to/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.

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. Approximately 66 percent of the Plan’s investments are invested in the Caterpillar Stock Fund of the Caterpillar Investment Trust.

3.Investments

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

(in thousands of dollars)		2004			2003
Net assets - Part 1 Caterpillar Stock Fund
Caterpillar Inc. common stock		$	279		$	48,721
Common and collective trust			-			8
Cash and cash equivalents			4			-
Transfers payable to Part 2			-			(68	)
	Net assets - Part 1 Caterpillar Stock Fund: end of year	$	283		$	48,661
	Net assets - Part 1 Caterpillar Stock Fund: beginning of year		48,661			959,987
	Net decrease	$	(48,378	)	$	(911,326	)

PAGE 11

(in thousands of dollars)			2004			2003
Changes in net assets - Part 1 Caterpillar Stock Fund
	Employer contributions		$	122		$	3,953
	Participant contributions			430			7,369
	Interest and dividends			15			13,404
	Net appreciation			4,717			111,348
	Withdrawals			(1,185	)		(117,205	)
	Transfers			(52,477	)		(930,195	)
		Net decrease	$	(48,378	)	$	(911,326	)

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 401(k) Plan, the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Investment 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, 2004 and 2003 fair values of net assets, as accumulated by the Trustee for the investment fund options chosen by the participants of each plan. At November 30, 2004 and 2003, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 0.36 percent and 1.19 percent, respectively.

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 that 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.

The following investments represent 5 percent or more of the Master Trust net assets as of November 30, 2004 and 2003:

(in thousands of dollars)	2004		2003
Caterpillar Inc. common stock	$	1,852,506	$	1,593,800
Preferred Large Cap Growth Fund		313,718		282,731
Preferred Stable Principal Fund		292,943		258,291
Preferred Value Fund		258,253		217,284
Preferred Money Market Fund		187,894		185,340

PAGE 12

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

(in thousands of dollars)		2004			2003
Investments, at fair value
Cash and cash equivalents		$	22,493		$	18,645
Caterpillar Inc. common stock, 20,234,907 and 20,957,259 shares, respectively			1,852,506			1,593,800
Registered investment companies			1,443,992			1,189,579
Common and collective trusts			365,905			299,284
	Total investments		3,684,896			3,101,308
Dividend and interest receivable			22			378
Other, net			(81	)		11,634
	Net assets of the Master Trust	$	3,684,837		$	3,113,320
	Plan’s interest in the Master Trust	$	13,233		$	37,169

(in thousands of dollars)			2004		2003
Investment income
Dividends			$	32,832	$	21,925
Net appreciation in fair value of:
	Common stock			324,063		515,253
	Registered investment companies			107,873		124,290
	Common and collective trusts			15,020		14,748
		Net Master Trust investment income	$	479,788	$	676,216
		Plan’s interest in net Master Trust investment income	$	2,163	$	(51,013	)

The Plan’s interest in net Master Trust investment income was impacted by the timing of transfers and withdrawals and the investment options chosen by participants.

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 under its control and 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 include 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 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, 2004
(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; 3,044 shares		$	136,980	$	278,678
*	Northern Trust	Collective Short-Term Investment Fund; 3,954 units		$	3,954		3,954
*	Northern Trust	Collective Government Short-Term Investment Fund; 1,375 units			**		1,375
*	Northern Trust	Cash			**		1,322
*	Caterpillar Inc.	Caterpillar Investment Trust			**		13,233,177
	Harris Direct	Participant-directed brokerage accounts invested in registered investment companies			**		139,026
*	Participant loans receivable	Participant loans, various maturity dates through October 27, 2006, various interest rates ranging from 5% to 9%			-		15,753
			Total Investments			$	13,673,285
*  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, 2004
(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)
Northern Trust	Collective Short-Term Investment Fund:
		Series of 27 purchases	$	216,772,807	$	-	$	-	$	-	$	216,772,807	$	216,772,807	$	-
		Series of 21 sales	$	-	$	216,650,321	$	-	$	-	$	216,650,321	$	216,650,321	$	-

PAGE 16

EXHIBIT C

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 33-3718, as amended, and No. 33-39280) of Caterpillar Inc. of our report dated May 24, 2005, 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

May 24, 2005

PAGE 17

EX-99.4

EXHIBIT 99.4
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 11-K
(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004
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)
May 26, 2005	By:	/s/ David B. Burritt
		Name:	David B. Burritt
		Title:	Vice President and Chief Financial Officer

PAGE 2

Solar Turbines Incorporated

Savings and Investment Plan

Financial Statements and Supplemental Schedule

December 31, 2004 and 2003

PAGE 3

Report of Independent Registered Public Accounting Firm

To the Participants, Investment Plan Committee

and Benefit 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, 2004 and December 31, 2003, 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 of Assets Held at End of Year 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

May 24, 2005

PAGE 4

EXHIBIT A
Solar Turbines Incorporated Savings and Investment Plan Statement of Net Assets Available for Benefits December 31, 2004 and 2003
(in thousands of dollars)			2004		2003
Investments
	Interest in the Caterpillar Investment Trust		$	72,854	$	36,052
	Participant loans			2,627		2,303
	Other investments - registered investment companies in participant directed brokerage accounts			1,024		934
	Total Investments			76,505		39,289
Participant contributions receivable				68		-
Employer contributions receivable				17		-
		Net assets available for benefits	$	76,590	$	39,289
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, 2004 and 2003
(in thousands of dollars)				2004			2003
Contributions
Participant				$	5,323		$	2,878
Employer					1,111			-
		Total contributions			6,434			2,878
Investment income
Plan interest in net investment income of Master Trust					9,198			9,442
Interest on participant loans					144			155
Net appreciation in fair value of registered investment companies in participant directed brokerage accounts					89			164
			Net investment income		9,431			9,761
Deductions
	Withdrawals				(6,729	)		(1,931	)
Transfers
	Transfers from (to) other plans, net				28,165			(1,812	)
Increase in net assets available for benefits					37,301			8,896
Net assets available for benefits
Beginning of year					39,289			30,393
End of year				$	76,590		$	39,289
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, 2004 and 2003

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 Plan’s recordkeeper. Participating eligible employees (the "participants") may elect to make after-tax contributions to the Plan and also defer a portion of their compensation until retirement through pre-tax contributions.

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

Participant Accounts

Accounts are separately maintained for after-tax and pre-tax contributions by the Plan’s recordkeeper for each participant. The participant's after-tax contribution account is credited with the participant contributions, employer contributions and an allocation of Plan earnings. The participant’s pre-tax contribution account is credited with participant contributions 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 Plan’s recordkeeper 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 made through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through May 30, 2014, with varying interest rates ranging from 5 to 11 percent.

PAGE 7

Contributions

After-tax

Participant contributions can be made through after-tax payroll deductions based on a percentage (2 to 6 percent) of total earnings as elected by the employee.

Effective January 14, 2004, the Company began 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, based on the participant’s years of service.

Pre-tax

Participant contributions can also be made through pre-tax 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 contribution for that year. The maximum amount of catch-up contributions a participant could make in 2004 and 2003 was limited to $3,000 and $2,000, respectively. The compensation deferral (including catch-up contributions) was limited by the Internal Revenue Code to $13,000 ($16,000 for age 50 or older) in 2004 and $12,000 ($14,000 for age 50 or older) in 2003.

Investment Programs

The majority of the Plan’s assets are invested in the Caterpillar Investment Trust as discussed in Note 3.

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

PAGE 8

The Caterpillar Stock Fund consists of Caterpillar Inc. common stock and a small amount of cash equivalents.

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 all participant contributions (pre-tax and after-tax) 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 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 non-financial matters, and the Benefit Funds Committee of Caterpillar Inc. which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company (the Trustee) to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, 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.

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 Caterpillar Investment Trust is valued as described in Note 3. 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. Interest on investments is recorded as earned. Dividends are recorded on the ex-dividend date. 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.

PAGE 9

Transfers

Transfers to/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.

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. Approximately 61 percent of the Plan’s investments are invested in the Caterpillar Stock Fund of the Caterpillar Investment Trust.

3.Master Trust

Under a Master Trust agreement with The Northern Trust Company (the "Trustee"), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Caterpillar 401(k) Plan, the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Investment 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, 2004 and 2003 fair values of net assets, as accumulated by the Trustee for the investment fund options chosen by the participants of each plan. At December 31, 2004 and 2003, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 1.90 percent and 1.10 percent, respectively.

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 that 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.

The following investments represent 5 percent or more of the Master Trust net assets as of December 31, 2004 and 2003:

(in thousands of dollars)	2004		2003
Caterpillar Inc. common stock	$	1,948,465	$	1,706,596
Preferred Large Cap Growth Fund		322,973		293,950
Preferred Stable Principal Fund		291,792		262,634
Preferred Value Fund		268,221		232,908
Preferred Money Market Fund		-		187,112

PAGE 10

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

(in thousands of dollars)		2004			2003
Investments, at fair value
Cash and cash equivalents		$	23,882		$	18,475
Caterpillar Inc. common stock, 19,982,212 and 20,556,439 shares, respectively			1,948,465			1,706,596
Registered investment companies			1,495,349			1,239,652
Common and collective trusts			370,554			308,580
	Total investments		3,838,250			3,273,303
Dividend and interest receivable			36			13
Other, net			(16	)		11,581
	Net assets of the Master Trust	$	3,838,270		$	3,284,897
	Plan’s interest in the Master Trust	$	72,854			36,052

(in thousands of dollars)			2004		2003
Investment income
Interest			$	-	$	255
Dividends				32,832		21,746
Net appreciation in fair value of:
	Common stock			298,996		693,700
	Registered investment companies			111,831		198,943
	Common and collective trusts			15,407		17,443
		Net Master Trust investment income	$	459,066	$	932,087
		Plan’s interest in net Master Trust investment income	$	9,198	$	9,442

4.Related Parties

The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities under its control and the 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 include 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
Solar Turbines Incorporated Savings and Investment Plan EIN 36-3214040 Schedule H, Line 4i - Schedule of Assets Held at End of Year December 31, 2004
(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.	Caterpillar Investment Trust			**	$	72,853,869
	Harris Direct	Participant-directed brokerage accounts invested in registered investment companies			**		1,023,515
*	Participant loans receivable	Participant loans, various maturity dates through May 30, 2014, various interest rates ranging from 5% to 11%			-		2,627,172
			Total Investments			$	76,504,556
*  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 Statements on Form S-8 (No. 2-97450, as amended and No. 33-37353) of Caterpillar Inc. of our report dated May 24, 2005 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

May 24, 2005

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, 2004
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)
May 26,  2005	By:	/s/David B. Burritt
		Name:	David B. Burritt
		Title:	Vice President and Chief Financial Officer

PAGE 2

Caterpillar Inc.

Tax Deferred Savings Plan

Financial Statements and Supplemental Schedule

December 31, 2004 and 2003

PAGE 3

Report of Independent Registered Public Accounting Firm

To the Participants, Investment Plan Committee

and Benefit 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, 2004 and December 31, 2003, 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 of Assets Held at End of Year 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

May 24, 2005

PAGE 4

EXHIBIT A
Caterpillar Inc. Tax Deferred Savings Plan Statement of Net Assets Available for Benefits December 31, 2004 and 2003
(in thousands of dollars)			2004		2003
Investments
	Interest in the Caterpillar Investment Trust		$	309,486	$	283,472
	Participant loans			5,726		5,515
	Other investments - registered investment companies in participant directed brokerage accounts			3,108		2,791
	Total investments			318,320		291,778
Participant contributions receivable				216		-
		Net assets available for benefits	$	318,536	$	291,778
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, 2004 and 2003
(in thousands of dollars)			2004			2003
Contributions
	Participant		$	16,786		$	13,887
	Employer			40			71
		Total contributions		16,826			13,958
Investment income
Plan interest in net investment income of Master Trust				29,543			64,590
Interest on participant loans				302			379
Net appreciation in fair value of registered investment companies in participant directed brokerage accounts				222			462
		Net investment income		30,067			65,431
Deductions
	Withdrawals			(17,852	)		(21,787	)
Transfers
	Transfers (to) from other plans, net			(2,283	)		1,587
Increase in net assets available for benefits				26,758			59,189
Net assets available for benefits
Beginning of year				291,778			232,589
End of year			$	318,536		$	291,778
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, 2004 and 2003

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 Plan’s recordkeeper. 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, 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 Plan’s recordkeeper 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 made through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through January 17, 2014, with varying interest rates ranging from 4.75 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. 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 contribution for that year. The maximum amount of catch-up contributions a participant could make in 2004 and 2003 was limited to $3,000 and $2,000, respectively. The compensation deferral (including catch-up contributions) was limited by the Internal Revenue Code to $13,000 ($16,000 for age 50 or older) in 2004 and $12,000 ($14,000 for age 50 or older) in 2003.

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

The majority of the Plan’s assets are invested in the Caterpillar Investment Trust as discussed in Note 3.

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

The Caterpillar Stock Fund consists of Caterpillar Inc. common stock and a small amount of cash equivalents.

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 company 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.

PAGE 8

Administration

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

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, 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.

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 Caterpillar Investment Trust is valued as described in Note 3. 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. Interest on investments is recorded as earned. Dividends are recorded on the ex-dividend date. 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 to/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

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. Approximately 26 percent of the Plan’s investments are invested in the Caterpillar Stock Fund of the Caterpillar Investment Trust.

3.  Master Trust

Under a Master Trust agreement with The Northern Trust Company (the "Trustee"), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Caterpillar 401(k) Plan, the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Investment 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, 2004 and 2003 fair values of net assets, as accumulated by the Trustee for the investment fund options chosen by participants of each plan. At December 31, 2004 and 2003, the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 8.06 percent and 8.63 percent, respectively.

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 that 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.

The following investments represent 5 percent or more of the Master Trust net assets as of December 31, 2004 and 2003:

(in thousands of dollars)	2004		2003
Caterpillar Inc. common stock	$	1,948,465	$	1,706,596
Preferred Large Cap Growth Fund		322,973		293,950
Preferred Stable Principal Fund		291,792		262,634
Preferred Value Fund		268,221		232,908
Preferred Money Market Fund		-		187,112

PAGE 10

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

(in thousands of dollars)		2004			2003
Investments, at fair value
Cash and cash equivalents		$	23,882		$	18,475
Caterpillar Inc. common stock, 19,982,212 and 20,556,439 shares, respectively			1,948,465			1,706,596
Registered investment companies			1,495,349			1,239,652
Common and collective trusts			370,554			308,580
			3,838,250			3,273,303
Dividend and interest receivable			36			13
Other, net			(16	)		11,581
	Net assets of the Master Trust	$	3,838,270		$	3,284,897
	Plan’s interest in the Master Trust	$	309,486		$	283,472

(in thousands of dollars)			2004		2003
Investment income
Interest			$	-	$	255
Dividends				32,832		21,746
Net appreciation in fair value of:
	Common stock			298,996		693,700
	Registered investment companies			111,831		198,943
	Common and collective trusts			15,407		17,443
		Net Master Trust investment income	$	459,066	$	932,087
		Plan’s interest in net Master Trust investment income	$	29,543	$	64,590

4.Related Parties

The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities under its control and 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 include 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, 2004
(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.	Caterpillar Investment Trust			**	$	309,486,593
	Harris Direct	Participant-directed brokerage accounts invested in registered investment companies			**		3,107,688
*	Participant loans receivable	Participant loans, various maturity dates through January 17, 2014, various interest rates ranging from 4.75% to 11%			-		5,725,620
			Total Investments			$	318,319,901
*  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 May 24, 2005 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

May 24, 2005

PAGE 14

EX-99.6

EXHIBIT 99.6
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, 2004
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 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 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 401(K) PLAN
	CATERPILLAR INC. (Issuer)
May 26, 2005	By:	/s/ David B. Burritt
		Name:	David B. Burritt
		Title:	Vice President and Chief Financial Officer

PAGE 2

Caterpillar 401(k) Plan

Financial Statements and Supplemental Schedule

December 31, 2004 and 2003

PAGE 3

Report of Independent Registered Public Accounting Firm

To the Participants, Investment Plan Committee

and Benefit 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, 2004 and December 31, 2003, 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 of Assets Held at End of Year 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

May 24, 2005

PAGE 4

EXHIBIT A
Caterpillar 401(k) Plan Statement of Net Assets Available for Benefits December 31, 2004 and 2003
(in thousands of dollars)			2004		2003
Investments
	Interest in the Caterpillar Investment Trust		$	3,441,473	$	2,926,088
	Participant loans			26,999		17,758
	Other investments - registered investment companies in participant directed brokerage accounts			78,111		58,040
	Total investments			3,546,583		3,001,886
Participant contributions receivable				7,529		-
Employer contributions receivable				6,233		-
		Net assets available for benefits	$	3,560,345	$	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, 2004 and 2003
(in thousands of dollars)			2004			2003
Contributions
	Participant		$	146,202		$	118,737
	Employer			94,279			77,294
		Total contributions		240,481			196,031
Investment income
Plan interest in net investment income of Master Trust				418,413			846,271
Interest on participant loans				1,202			1,267
Net appreciation in fair value of registered investment companies in participant directed brokerage accounts				7,177			10,037
		Net investment income		426,792			857,575
Deductions
	Withdrawals			(218,492	)		(237,390	)
Transfers
	Transfers from other plans, net			109,678			2,185,670
Increase in net assets available for benefits				558,459			3,001,886
Net assets available for benefits
Beginning of year				3,001,886			-
End of year			$	3,560,345		$	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, 2004 and 2003

1.Plan Description

The following description of the Caterpillar 401(k) 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") effective January 1, 2003 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) (“EIP”). Effective January 1, 2003, Caterpillar amended the EIP 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 EIP. Caterpillar notified all affected employees of the change in Plan participation. The EIP Part 1 balances of these employees, totaling $930,203,994, transferred to the Plan as of August 4, 2003. The EIP Part 2 balances of a majority of these employees, totaling $1,263,021,924, transferred to the Plan as of January 1, 2003. In the year-ended December 31, 2004, an additional $26,979,182 of the account balances for these employees were transferred from EIP Part 2 into the Plan. The remaining account balances will be transferred from EIP Part 2 into the Plan in the year-ending December 31, 2005.

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 Plan. The plan balances of Caterpillar Paving Products Inc. and Caterpillar Work Tools, Inc. transferred into the Plan as of January 14, 2004, 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 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 Plan as of January 14, 2004, were $21,098,323.

Other transfers represent account balance transfers for participants who transfer to/from one plan to another plan primarily due to employment status changes.

Participant Accounts

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

Page 7 

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 Plan’s recordkeeper 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 made through after-tax payroll deductions and are credited to the individual participant's account balance. Participant loans have various maturity dates through September 30, 2014, with varying interest rates ranging from 4 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 2004 and 2003 was limited to $3,000 and $2,000, respectively. The compensation deferral (including catch-up contributions) was limited by the Internal Revenue Code to $13,000 ($16,000 for age 50 or older) in 2004 and $12,000 ($14,000 for age 50 or older) in 2003.

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

The majority of the Plan’s assets are invested in the Caterpillar Investment Trust as discussed in Note 3.

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

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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

The Caterpillar Stock Fund consists of Caterpillar Inc. common stock and a small amount of cash equivalents.

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 sum 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.

Administration

The Plan is administered by the Investment Plan Committee of Caterpillar Inc., which is responsible for non-financial matters, and the Benefit 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 obtained its latest determination letter on November 19, 2004, 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. Therefore, no provision for income taxes has been included in the Plan's financial statements.

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 Caterpillar Investment Trust is valued as described in Note 3. 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. Interest on investments is recorded as earned. Dividends are recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis.

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Administrative Expenses

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

Withdrawals

Withdrawals are recorded when paid.

Transfers

Transfers to/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.

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. Approximately 52 percent of the Plan’s investments are invested in the Caterpillar Stock Fund of the Caterpillar Investment Trust.

3.  Master Trust

Under a Master Trust agreement with The Northern Trust Company (the "Trustee"), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Caterpillar 401(k) Plan, the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Investment 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, 2004 and 2003 fair values of net assets, as accumulated by the Trustee for the investment fund options chosen by participants of each plan. At December 31, 2004 and 2003 the Plan's pro rata interest in the quoted fair values of net assets of the Master Trust was 89.66 percent and 89.08 percent, respectively.

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 that 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.

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The following investments represent 5 percent or more of the Master Trust net assets as of December 31, 2004 and 2003:

(in thousands of dollars)	2004		2003
Caterpillar Inc. common stock	$	1,948,465	$	1,706,596
Preferred Large Cap Growth Fund		322,973		293,950
Preferred Stable Principal Fund		291,792		262,634
Preferred Value Fund		268,221		232,908
Preferred Money Market Fund		-		187,112

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

(in thousands of dollars)		2004			2003
Investments, at fair value
Cash and cash equivalents		$	23,882		$	18,475
Caterpillar Inc. common stock, 19,982,212 and 20,556,439 shares, respectively			1,948,465			1,706,596
Registered investment companies			1,495,349			1,239,652
Common and collective trusts			370,554			308,580
			3,838,250			3,273,303
Dividend and interest receivable			36			13
Other, net			(16	)		11,581
	Net assets of the Master Trust	$	3,838,270		$	3,284,897
	Plan’s interest in the Master Trust	$	3,441,473		$	2,926,088

(in thousands of dollars)			2004		2003
Investment income
Interest			$	-	$	255
Dividends				32,832		21,746
Net appreciation in fair value of:
	Common stock			298,996		693,700
	Registered investment companies			111,831		198,943
	Common and collective trusts			15,407		17,443
		Net Master Trust investment income	$	459,066	$	932,087
		Plan’s interest in net Master Trust investment income	$	418,413	$	846,271

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4. Related Parties

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

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Supplemental Schedule

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SCHEDULE I
Caterpillar Inc. 401(k) Plan EIN 37-0602744 Schedule H, Line 4i - Schedule of Assets Held at End of Year December 31, 2004
(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.	Caterpillar Investment Trust			**	$	3,441,473,128
	Harris Direct	Participant-directed brokerage accounts invested in registered investment companies			**		78,110,486
*	Participant loans receivable	Participant loans, various maturity dates through September 30, 2014, various interest rates ranging from 4% to 11%			-		26,999,189
			Total Investments			$	3,546,582,803
*  Denotes party in interest.
** Cost information is not applicable for participant directed investments.

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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 May 24, 2005 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

May 24, 2005

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