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 15, 2006 was $67.41 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  August 16, 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 and superceding the information in the prospectus with respect to PRS Investments, LP.  Each of the selling stockholders acquired their shares in a private transaction with PRS Investments, LP.

Name

 

Number of Shares Owned

 

Number of Shares
Offered Hereby

 

 

 

 

 

 

 

Robert Day PRS Investment Trust (1)

 

707,805

 

707,805

 

Howard M. Day

 

99,691

 

99,691

 

Robert and Marina Day 1981 Trust FBO Dorothy Willametta Day

 

99,690

 

99,690

 

Robert and Marina Day 1981 Trust FBO Thomas Joseph Deegan Day

 

99,690

 

99,690

 

Lombos Holdings (2)

 

66,461

 

66,461

 

Wood Gulch LLC (3)

 

66,461

 

66,461

 

Tammis Day Trust (4)

 

66,461

 

66,461

 

Kashif Sheikh

 

64,516

 

64,516

 

Jonathan & Kandis Jeffrey Revocable Trust (5)

 

47,874

 

47,874

 

Dorothy Willametta Day 2005 Descendents Trust (6)

 

36,756

 

36,756

 

Joseph Deegan Day 2005 Descendents Trust (7)

 

36,756

 

36,756

 

Kelly Day

 

33,231

 

33,231

 

Howard M. Day Jr. Trust (8)

 

16,615

 

16,615

 

Lucinda Day Fournier Trust (9)

 

16,615

 

16,615

 

Paul Hiyake

 

7,352

 

7,352

 

Jerry W. Carlton

 

6,646

 

6,646

 

Donald Ward Carlisi 1992 Trust (10)

 

6,646

 

6,646

 

PRS Investments, LP (11)

 

61,182

 

61,182

 


(1)                                  Taj Addison Thibodo and Sosi Maren Day  may be deemed the beneficial owners of the shares being offered by Robert Day PRS Investment Trust.

(2)                                  Damon deLaszlo may be deemed the beneficial owner of the shares being offered by Lombos Holdings.

(3)                                  Theodore J. Day may be deemed the beneficial owner of the shares being offered by Wood Gulch LLC.

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(4)                                  Tammis Day may be deemed the beneficial owner of the shares being offered by the Tammis Day Trust.

(5)                                  Jonathan Jaffrey and Kandis Jaffrey may be deemed the beneficial owners of the shares being offered by Jonathan & Kandis Jaffrey Revocable Trust.

(6)                                  Taj Addison Thibodo may be deemed the beneficial owner of the shares being offered by the Dorothy Willametta Day 2005 Descendents Trust.

(7)                                  Sosi Maren Day may be deemed the beneficial owner of the shares being offered by the Joseph Deegan Day 2005 Descendents Trust.

(8)                                  Howard M. Day Jr. may be deemed the beneficial owner of the shares being offered by the Howard M. Day Jr. Trust.

(9)                                  Lucinda Day Fournier may be deemed the beneficial owner of the shares being offered by the Lucinda Day Fournier Trust.

(10)                            Donald Ward Carlisi may be deemed the beneficial owners of the shares being offered by the Donald Ward Carlisi 1992 Trust.

(11)                            PRS Associates, LLC is the General Partner of PRS Investments, LP.  This entity is ultimately controlled by Red Leaf LLC, whose Managing Members are Jonathan D. Jaffrey and Kashif F. Sheikh and therefore may be deemed the beneficial owners of the shares being offered by PRS Investments, LP.

 

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