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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to
Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of
Report (Date of earliest event reported):
August 3, 2006
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CATERPILLAR
INC.
(Exact
name
of registrant as specified in its charter)
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Delaware
(State
or
other jurisdiction of incorporation)
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1-768
(Commission
File Number)
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37-0602744
(IRS
Employer
Identification No.)
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100
NE Adams Street, Peoria, Illinois
(Address
of
principal executive offices)
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61629
(Zip
Code)
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Registrant's
telephone number, including area code:
(309) 675-1000
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Former
name
or former address, if changed since last report: N/A
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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1
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On
August 3, 2006,
Caterpillar Inc. entered into an underwriting agreement with Citigroup Global
Markets Inc., ABN AMRO Incorporated and Barclays Capital Inc., as
representatives of the underwriters named in Schedule A thereto (the
“Underwriting Agreement”) with respect to Caterpillar's issuance and sale of
$500,000,000 5.700% Notes due 2016 (the "Notes") and $750,000,000 6.050%
Debentures due 2036 (the "Debentures"). The Notes and Debentures were registered
by Caterpillar under the Securities Act of 1933, as amended, pursuant to a
shelf
registration statement on Form S-3ASR (File No. 333-136265) (the "Registration
Statement"). The Underwriting Agreement is filed as an exhibit to this Current
Report on Form 8-K and shall be incorporated by reference into the Registration
Statement.
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(c)
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Exhibits:
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1.1
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Underwriting
Agreement dated as of August 3, 2006 by and among Caterpillar Inc.
and
Citigroup Global Markets Inc., ABN AMRO Incorporated and Barclays
Capital
Inc., as representatives of the underwriters named in Schedule A
thereto
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Pursuant
to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CATERPILLAR
INC.
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August
8,
2006
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By:
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/s/James
B. Buda
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James
B.
Buda
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Vice
President
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