Filed Pursuant to Rule 424(b)(3)

Registration No. 333-135123

Caterpillar Inc.

Common Stock



 

This is a supplement to the prospectus, dated June 19, 2006, relating to the resale by certain selling stockholders of up to 5,341, 902 shares of common stock of Caterpillar Inc. and should be read together with that prospectus.

Our common stock is listed on the New York Stock Exchange under the symbol “CAT.”  The last reported sale price of our common stock on August 31, 2006 was $66.35 per share.

As used in this prospectus supplement and the prospectus, the terms “we,” “us,” and “our” refer to Caterpillar Inc.


Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus.  Any representation to the contrary is a criminal offense.


Prospectus Supplement dated  September 1, 2006.




 

SELLING STOCKHOLDERS

The information in the table appearing under the heading “Selling Stockholders” beginning on page 2 of the prospectus is amended by adding the information below with respect to the selling stockholders named below.  Each of the selling stockholders acquired their shares in a private transaction with Richard M. and Elizabeth S. Cashin.

Name

 

Number of 
Shares Owned

 

Number of Shares
Offered Hereby

 

 

 

 

 

 

 

Trustees of Phillips Academy

 

6,900

 

6,900

 

The Buckley School in the City of New York

 

13,800

 

13,800

 

Poly Prep Country Day School

 

1,380

 

1,380

 

Trustees of Deerfield Academy

 

11,384

 

11,384

 

President and Fellows of Harvard College

 

31,048

 

31,048

 

Community Rowing Inc.

 

37,947

 

37,947

 

Prep for Prep

 

17,248

 

17,248

 

Greens Farm Academy

 

3,450

 

3,450

 

American University in Cairo

 

58,319

 

58,319

 

Community Funds Inc.

 

6,900

 

6,900

 

Richard M. and Elizabeth S. Cashin

 

7,741

 

7,741

 

 

 

2