FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BEARD JAMES S   2. Issuer Name and Ticker or Trading Symbol CATERPILLAR INC [CAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 2120 WEST END AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005 (Street) NASHVILLE, TN 37203-0001 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 02/01/2005   M   3,316 A $ 30.1562 28,454 D   Common 02/01/2005   M   3,038 A $ 32.9062 31,492 D   Common 02/01/2005   M   1,934 A $ 51.6562 33,426 D   Common 02/01/2005   M   1,795 A $ 55.6875 35,221 D   Common 02/01/2005   M   1,604 A $ 62.3438 36,825 D   Common 02/01/2005   M   2,601 A $ 38.4063 39,426 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (2)

$ 30.1562

02/01/2005

M

3,316

(3)

06/06/2005

Common

3,316

$ 0

0

D

Employee Stock Option (2)

$ 32.9062

02/01/2005

M

3,038

(3)

06/11/2006

Common

3,038

$ 0

0

D

Employee Stock Option (2)

$ 51.6562

02/01/2005

M

1,934

(3)

06/10/2007

Common

1,934

$ 0

0

D

Employee Stock Option (2)

$ 55.6875

02/01/2005

M

1,795

(3)

06/09/2008

Common

1,795

$ 0

0

D

Employee Stock Option (2)

$ 62.3438

02/01/2005

M

1,604

(3)

06/08/2009

Common

1,604

$ 0

0

D

Employee Stock Option (2)

$ 38.4063

02/01/2005

M

2,601

(3)

06/12/2010

Common

2,601

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEARD JAMES S 2120 WEST END AVENUE NASHVILLE, TN 37203-0001			Vice President

Signatures

J. S. Beard; L. J. Huxtable, POA		04/21/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This amount includes 22,572 shares in 401K and 2566 shares in SEIP.
(2)	(Right to buy) with tandem tax withholding rights.
(3)	Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.

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