SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

							September 26, 2005

Via U.S. Mail
James W. Owens
Chairman and CEO
Catepillar, Inc.
100 NE Adams Street
Peoria, IL 61629

RE:		Catepillar, Inc.
      Form 10-K for the fiscal year ended December 31, 2004
		File No. 1-00768

Dear Mr. Owens:

      We have reviewed the above filing and have the following
comment.  We have limited our review of your Form 10-K to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 10-K.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

General

We are aware of publicly available sources that report you have
opened a sales and after-sales office in Tehran; you plan to
pursue
business opportunities in Iran; your vehicles will be distributed
in
Iran; and you will sell construction machinery to Iranian
companies.
Please briefly describe for us the nature and extent of any
operations and customer relationships you have in Iran.  Advise us
whether your customers include or have included agencies of, or
enterprises controlled by, the Iranian government.  Advise us also
whether, to the best of your knowledge, information and belief,
any
of your products sold or slated for sale to or in Iran, or any of
their component parts, can be used for military purposes.

In view of the fact that Iran has been identified by the U.S.
State
Department as a state sponsor of terrorism, and is subject to
OFAC-
administered economic sanctions, please advise us of the
materiality
of your contacts in Iran, and give us your view as to whether
those
contacts  constitute a material investment risk for your
securityholders.  In preparing your response, please consider that
evaluations of materiality should not be based solely on
quantitative
factors, but should include consideration of all factors that a
reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.  In this regard, we note
that
legislation requiring divestment from, or reporting of interests
in,
companies that do business with U.S.-designated state sponsors of
terrorism has been adopted by Arizona and Louisiana.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comment, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact me at (202)
551-
3470 if you have any questions about the comment or our review.
								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Peggy Fisher
		Assistant Director
		Division of Corporation Finance
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James W. Owens
Catepillar, Inc.
September 26, 2005
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