Edgar Filing: Waters James D Jr

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Waters James D Jr

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2005

3. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [CAT]

(Last)

(First)

(Middle)

100 N.E. ADAMS STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PEORIA,Â ILÂ 61629

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	13,172 ⁽⁵⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (ISO) ⁽¹⁾	06/10/1997⁽²⁾	06/10/2007	Common	3,868	$ 25.8281	D	Â
Option (NQ) ⁽¹⁾	06/10/1997⁽²⁾	06/10/2007	Common	8,732	$ 25.8281	D	Â
Option (ISO) ⁽¹⁾	06/09/1998⁽²⁾	06/09/2008	Common	3,590	$ 27.8438	D	Â
Option (NQ) ⁽¹⁾	06/09/1998⁽²⁾	06/09/2008	Common	9,010	$ 27.8438	D	Â
Option (ISO) ⁽¹⁾	06/08/1999⁽²⁾	06/08/2009	Common	3,208	$ 31.1719	D	Â
Option (NQ) ⁽¹⁾	06/08/1999⁽²⁾	06/08/2009	Common	11,632	$ 31.1719	D	Â
Option (ISO) ⁽¹⁾	06/12/2000⁽²⁾	06/12/2010	Common	5,202	$ 19.2032	D	Â
Option (NQ) ⁽¹⁾	06/12/2001⁽²⁾	06/12/2011	Common	18,600	$ 26.765	D	Â
Option (NQ) ⁽¹⁾	06/11/2002⁽²⁾	06/11/2012	Common	19,700	$ 25.3575	D	Â
Option (NQ) ⁽¹⁾	06/10/2003⁽²⁾	06/10/2013	Common	19,140	$ 27.1425	D	Â
Option (NQ) ⁽¹⁾	06/08/2004⁽³⁾	06/08/2014	Common	19,140	$ 38.6275	D	Â
Option (NQ) ⁽¹⁾	02/18/2005⁽⁴⁾	02/18/2015	Common	11,600	$ 45.6425	D	Â
Phantom Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common	13,127	$ ⁽⁷⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Waters James D Jr 100 N.E. ADAMS STREET PEORIA,Â ILÂ 61629	Â	Â	Â Vice President	Â

Signatures

James D. Waters; L.J. Huxtable, POA		12/02/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Stock option (right to buy) granted under company's 1996 Stock Option Plan.
(2)	Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.
(3)	The option became exercisable December 31, 2004.
(4)	The option became exercisable immediately.
(5)	This amount includes 11,306 shares in 401K and 16 shares in dividend reinvestment.
(6)	The reported phantom stock units were acquired under Caterpillar Inc.'s deferred employee investment plan and will be settled upon the reporting person's retirement or other termination of service.
(7)	Security converts to common stock on a one-for-one basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.