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CORRESP
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filename1.htm

      response to SEC 050205 letter

    August
      5,
      2005

    Via
      Facsimile

    Ms.
      Mary Beth
      Breslin

    Attorney
      Advisor

    Division
      of
      Corporation Finance

    U.
      S. Securities and Exchange Commission

    100
      F Street,
      NE

    Mail
      Stop
      6010

    Washington,
      D.C.
      20549

              Re:

              Caterpillar
                Inc.

              Amendment
                No. 2 to Registration Statement on Form S-4

              Filed
                April 28, 2005

              File
                No. 333-121003

    Dear
      Ms.
      Breslin:

    We
      have received your comment letter dated May 2, 2005. Caterpillar’s responses to
      each item follow each comment.

    Material
      U.S. Federal Tax Consequences - Page 27

            1.

              We
                note your response to comment 3, including your statement that you
                have
                identified throughout this section the specific tax consequences
                that
                represent the opinion of counsel. Particularly given the length and
                complexity of your tax consequences discussion, please revise the
                introductory paragraph of this section to include a brief bullet-point
                list of the specific tax consequences upon which counsel has opined.
                Please also revise that paragraph to briefly identify the consequences
                upon which counsel is unable to
                opine.

    Response:

    We
      acknowledge the
      staff’s comment; tax counsel has revised its opinion to include discussion of
      the specific tax consequence upon which it has opined. The tax opinion also
      discusses the specific tax consequences upon which counsel is unable to opine
      due to the lack of legal authority addressing those issues.

    Tax
      treatment of the Exchange - Page 28

            2.

              Please
                revise your disclosure in this section and on pages 4-5 of the summary
                section to state more clearly the tax consequences upon which counsel
                has
                opined and to state with greater precision any factual assumptions
                upon
                which those opinions are dependent. For example, we note that several
                of
                counsel's statements of opinion are qualified by language such as
“it is
                impossible to know with certainty,”“unless there is a change in interest
                rates,”“unless there is a substantial change in interest rates," “based on
                current facts,” and “in such event.” Providing a short-form tax opinion
                does not modify counsel’s obligation to clearly
                and unambiguously state the matters upon which counsel is opining
                and any
                factual assumptions upon which those opinions are based; the primary
                difference between a short-form opinion and a long-form opinion is
                that
                the corpus of the opinion that would otherwise be included in a long-form
                opinion is instead included, with substantially the same clarity
                and
                precision, in the prospectus. Thus, just as such qualifying language
                would
                not be appropriate in a long-form opinion, that qualifying language
                is not
                appropriate in the prospectus when counsel is providing a short-form
                opinion. For example, if an opinion with respect to a particular
                material
                tax consequence is dependent upon future interest rates, the disclosure
                in
                the opinion should state the range of future interest rates for which
                counsel is able to give the stated opinion and also include counsel’s
                opinion, if any, if future interest rates are ultimately outside
                of that
                range.

    Response:

    We
      acknowledge the
      staff’s comment. As noted above, tax counsel has revised its opinion to include,
      in long form, a discussion of the specific tax consequence upon which it has
      opined. The tax opinion also discusses the specific tax consequences upon which
      counsel is unable to opine due to the lack of legal authority addressing those
      issues. Consistent with the inclusion in the registration statement of a
      long-form opinion, the discussions of the tax treatment of the exchange in
      the
      Material U.S. Federal Income Tax Consequences section and prospectus summary
      section have been revised to refer to and conform with the long-form opinion.

    Exhibit
      8

            3.

              The
                last paragraph of the opinion implies that shareholders are not entitled
                to rely on the opinion. Please remove the
                disclaimer.

    Response:

    We
      acknowledge the
      staff’s comment; tax counsel has revised the opinion to eliminate the statements
      that (a) the opinion is issued solely for the Company’s benefit; and (b) the
      opinion may not be relied upon by any person other than the
      Company.

    Please
      contact
      either myself or our Securities Counsel, Sean McKessy ((309) 675-1094), should
      you have any questions or wish to discuss our responses further. Thank
      you.

      Very
        truly
        yours,

      /s/James
        B.
        Buda

      James
        B.
        Buda

      Caterpillar
        Inc.

      General
        Counsel,
        Vice President and Secretary

      Telephone
        (309)
        675-4428