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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

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Filed by a Party other than the Registrant o

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o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý   Definitive Proxy Statement
o   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-12

CATERPILLAR INC.
(Name of Registrant as Specified In Its Charter)

                           
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Explanatory Note:  Caterpillar Inc. is amending the 2003 Summary Compensation Table appearing on page 24 of the definitive proxy statement filed with the Securities and Exchange Commission on February 24, 2004.  Due to an administrative error, the numbers in the 2003 "Bonus" column for Messrs. Barton, Thompson, Shaheen and Owens were understated by $60,000, $57,000, $40,000 and $23,000, respectively.  The revised table, with additional explanatory detail in the footnotes, appears in its entirety as follows:

 

Executive Compensation Tables

2003 Summary Compensation Table

 
    
    
    
    
   Long-Term Compensation
    
 
   Annual Compensation
   Awards
   Payouts
    
Name and
Principal Position
  Year
   Salary
   Bonus(1)
  

Other Annual
Compensation(2)

   Restricted
Stock
Awards(3)
   Securities
Underlying
Options
   LTIP
Payouts
   All Other
Compensation(4)
G. A. Barton
Chairman and CEO		   2003
2002
2001		  

$

1,250,000
1,175,001
1,075,002

   $

1,688,393
917,943
1,188,004

 $

 2,707
628
5,941		   $

 0
0
421,350		   250,000
190,000
160,000		   $

 0
0
0		   $

 130,076
56,400
51,600
V. H. Baumgartner(5)
Group President		   2003
2002
2001		  

 

868,696
712,638
549,229

    

822,832
404,907
478,179

     0
0
0		     0
0
0		   70,000
61,000
54,000		     0
0
0		     40,630
23,841
26,363
D. R. Oberhelman
Group President		   2003
2002
2001		  

 

537,340
498,000
407,086

    

509,159
282,910
414,720

     0
176
0		     0
0
147,473		   70,000
61,000
24,000		     0
0
0		     49,215
19,540
7,150
J. W. Owens
Group President		   2003
2002
2001		  

 

695,000
670,002
645,006

    

681,419
380,600
600,927

     378
482
0		     0
0
0		   70,000
61,000
54,000		     0
0
0		     64,536
22,781
25,800
G. L. Shaheen
Group President		   2003
2002
2001		  

 

649,004
590,505
553,755

    

655,022
375,472
488,167

     6,070
718
1,704		     0
0
0		   70,000
61,000
54,000		     0
0
0		     61,469
24,020
22,150
R. L. Thompson
Group President		   2003
2002
2001		  

 

689,170
670,002
645,006

    

709,863
380,600
565,927

     2,109
1,099
1,732		     0
0
0		   70,000
61,000
54,000		     0
0
0		     64,186
20,100
19,350
(1)    Consists of cash payments made pursuant to the corporate incentive compensation plan in 2004 with respect to 2003 performance, in 2003 with respect to 2002 performance, and in 2002 with respect to 2001 performance.  Includes discretionary bonus payments authorized by the Compensation Committee of the Board of Directors. Receiving discretionary bonus payments in 2004 for 2003 were G. L. Shaheen ($40,000) and R. L. Thompson ($40,000). Receiving a discretionary payment in 2003 for 2002 was G. L. Shaheen ($40,000). Receiving a discretionary payment in 2002 for 2001 was J. W. Owens ($35,000). Also includes variable base pay lump sum amounts that must be re-earned annually. Receiving variable base pay lump sum awards in 2003 were G. A. Barton ($60,000), J. W. Owens ($23,000), and R. L. Thompson ($17,000).

(2)    Taxes paid on behalf of employee related to aircraft usage.

(3)    Consists of restricted shares issued pursuant to the restricted stock award program established in December 2000. On March 1, 2001, 10,000 restricted shares were awarded to G. A. Barton and 3,500 restricted shares were awarded to D. R. Oberhelman. The fair market value of Caterpillar common stock at the time of these awards was $42.135. As of December 31, 2003, the number and value of all restricted stock held by each of the following was: G. A. Barton—13,723 ($1,148,752), V. H. Baumgartner—1,231 ($103,047), D. R. Oberhelman—4,456 ($373,012), J. W. Owens—1,893 ($158,463), G. L. Shaheen—1,524 ($127,574) and R. L. Thompson—1,893 ($158,463). Caterpillar's average stock price on December 31, 2003 ($83.71 per share) was used to determine the value of restricted stock. Dividends are paid on this restricted stock.

(4)    Consists of matching company contributions for the Caterpillar 401(k) Plan, and supplemental employees' investment plans, respectively, of G. A. Barton ($12,000/ $118,076), D. R. Oberhelman ($12,000/$37,215), J. W. Owens ($12,000/$52,536), G. L. Shaheen ($12,000/$49,469) and R. L. Thompson ($12,000/$52,186) and of matching contributions for V. H. Baumgartner ($40,630) in a foreign Employees' Investment Plan.

(5)    Dollar amounts are based on compensation in Swiss Francs converted to U.S. dollars using the exchange rate in effect December 31, 2003.

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