Registration No. -
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CATERPILLAR INC. (Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization)	37-0602744 (IRS Employer I.D. No.)
100 NE Adams Street, Peoria, Illinois (Address of principal executive offices)	61629 (Zip Code)
Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan (Full title of the plan)
JAMES B. BUDA Vice President, Secretary and General Counsel Caterpillar Inc. 100 NE Adams Street Peoria, IL 61629-7310 (Name and address of agent for service)
(309) 675-4429 (Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE

 

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INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS

This Registration Statement is being filed to register additional shares of the Registrant's Common Stock to be issued under its 1996 Stock Option and Long-Term Incentive Plan, as amended (the "Plan"). Shares of the Registrant's Common Stock to be issued pursuant to the Plan were originally registered pursuant to a registration statement on Form S-8 (File No.333-03609) (the "Original Registration Statement") and additional shares were registered pursuant to a registration statement on Form S-8 (File No. 333-41464) (the "Subsequent Registration Statement"). The contents of the Original Registration Statement and Subsequent Registration Statement are hereby incorporated by reference into this Registration Statement to the extent that they present information not otherwise presented herein.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Caterpillar Inc. ("Company") with the Securities and Exchange Commission are incorporated herein by reference:

(1)		The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
(2)		The Company's quarterly reports on Form 10-Q for the first quarter of 2002 ended March 31, 2002 and for the second quarter of 2002 ended June 30, 2002;
(3)		The Company's definitive proxy statement dated March 1, 2002 filed in connection with its April 10, 2002 Annual Meeting of Stockholders;
(4)		The description of the Company's Common Stock contained in Form S-3 filed on May 6, 1991 (Registration No. 33-40393), including any amendment or report filed with the Commission for the purpose of updating such description.
(5)		The description of the Company's Preferred Stock Purchase Rights contained in Form S-3 filed on May 6, 1991 (Registration No. 33-40393), including any amendment or report filed with the Commission for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities to be granted under the Plan have been granted or which deregisters all securities then remaining ungranted, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents.

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Item 6. Indemnification of Directors and Officers.

Information required by Item 6 is incorporated by reference from registration statement on Form S-8 (File No. 333-41464) filed with the Securities & Exchange Commission on July 14, 2000.

Item 8. Exhibits.

The following exhibits are filed as part of this registration statement:

	Exhibit Number				Description
		5			Opinion of Sean X. McKessy, Securities Counsel for Caterpillar Inc., as to the legality of stock option obligations.
		23.1			The consent of Sean X. McKessy, Securities Counsel for Caterpillar Inc., is contained in his opinion filed as Exhibit 5 to this Registration Statement.
		23.2			Consent of PriceWaterhouseCoopers LLP.

Item 9. Undertakings.

Information required by Item 6 is incorporated by reference from registration statement on Form S-8 (File No. 333-41464) filed with the Securities & Exchange Commission on July 14, 2000.

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Caterpillar Inc. certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peoria, and the State of Illinois.
			CATERPILLAR INC. (Registrant)
August 15,  2002		By:	/s/James B. Buda
			James B. Buda, Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
August 15,  2002	/s/Glen A. Barton		Chairman of the Board, Director and  Chief Executive Officer
August 15,  2002	/s/Vito H. Baumgartner		Group President
August 15,  2002	/s/Douglas R. Oberhelman		Group President
August 15, 2002	/s/James W. Owens		Group/s/ President
August 15,  2002	/s/Gerald L. Shaheen		Group President
August 15,  2002	/s/Richard L. Thompson		Group President
August 15,  2002	/s/F. Lynn McPheeters		Vice President and Chief Financial Officer
August 15,  2002	/s/ Kenneth J. Zika		Controller and Chief Accounting Officer

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August 15,  2002	/s/Lilyan H. Affinito		Director
August 15,  2002	/s/W. Frank Blount		Director
August 15,  2002	/s/John R. Brazil		Director
August 15,  2002	/s/John T. Dillon		Director
August 15,  2002	/s/Juan Gallardo		Director
August 15,  2002	/s/David R. Goode		Director
August 15,  2002	/s/Peter A. Magowan		Director
August 15,  2002	/s/William A. Osborn		Director
August 15,  2002	/s/Gordon R. Parker		Director
August 15,  2002	/s/Charles D. Powell		Director
August 15,  2002	/s/Joshua I. Smith		Director
August 15,  2002	/s/Clayton K. Yeutter		Director

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