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FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

1. Name and Address of Reporting Person* Parker Gordon R.	2. Issuer Name and Ticker or Trading Symbol Caterpillar Inc. CAT		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
(Last) (First) (Middle) 2724 Castle Glen Court	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ###-##-####	4. Statement for Month/Day/Year 04/09/03
(Street) Castle Rock, CO 80104		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

FORM 4

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	04/09/03							7856⁽¹⁾	D

~~STATEMENT~~Reminder: OFReport ~~CHANGES~~on INa ~~BENEFICIAL~~separate ~~OWNERSHIP~~ line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

~~Filed~~FORM ~~pursuant~~4 ~~to Section 16~~(acontinued) ofTable ~~the~~II ~~Securities~~- ~~Exchange~~Derivative ~~Act~~Securities ~~of 1934~~Acquired, ~~Section~~ ~~17(a)~~Disposed of, ~~the Public Utility Holding Company Act of 1935~~ or ~~Section~~Beneficially 30Owned (h)e.g., ofputs, ~~the~~calls, ~~Investment~~warrants, ~~Company~~options, ~~Act~~convertible ~~of 1940~~ securities)

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Option (NQ)⁽²⁾

52.06

04/09/03

J⁽³⁾

4000

⁽³⁾

04/09/13

Common

4000

⁽³⁾

4000

Name and Address of ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker orTrading Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Parker, G. R.

Phelps Dodge Corporation (PD)

c/o Phelps Dodge Corporation One North Central Avenue

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

January 2, 2003

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

Phoenix, AZ 85004 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Explanation of Responses:

(1) This amount includes 306 shares in dividend reinvestment.
(2) This option was granted with attached tax withholding rights.
(3) Grant to reporting person of option to buy 4000 shares of common stock under the company's 1996 Stock Option Plan in transaction exempt under old Rule 16B-3. The option becomes exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.
*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

By: /s/ Gordon R. Parker
L.J. Huxtable, Power of Attorney
**Signature of Reporting Person

04/10/03
Date

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

Transaction Date(Month/Day/Year)

2a.

Deemed ExecutionDate, if any.(Month/Day/Year)

Transaction Code(Instr. 8)

Securities Acquired (A)or Disposed of (D)(Instr. 3, 4 and 5)

Amount of SecuritiesBeneficially OwnedFollowing Reported Transactions(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(Month/Day/Year)

3a.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

Code

(A)

(D)

Phantom Stock Units

N/A

01/02/03

N/A

1,592.60

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date(Month/Day/Year)

Title and Amount of Underlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of DerivativeSecurities Beneficially OwnedFollowing Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security:Direct (D) or Indirect (I)(Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

N/A

Common Shares

1,592.60

$31.3950

6,230.94

(D)

Explanation of Responses:

*Grant of Phantom Stock Units, pursuant to the Phelps Dodge Corporation Directors' Stock Unit Plan, on the first business day of January and equal in value to the sum of $50,000. Directors are not eligible to receive these shares until their retirement as a director.

/s/J.Dale Brunk, attorney-in-fact for Gordon R. Parker		01/03/03
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Page 4

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