filed an automatic shelf registration statement to register itsvariable-denomination floating-rate demand notes for sale from time to time.

The filing covers all investments in the notes up to $8billion, with fees based on the net aggregate principal amount of notesoutstanding from the offering not exceeding $1.25 billion at a particular time.

Caterpillar Financial will use the net proceeds from thesale to finance future installment sales and leasing transactions, for loans tocustomers and dealers, and for other corporate purposes. The company said itexpects to incur additional debt in connection with its financing operations,but the amount, timing and nature of such debt have not been determined.