• 6-1/2″ circle for face
  • 2″ circle matching face
  • 45 – 2″ circles in assorted colors for body
  • 2 – 6″ X 3-1/2″ White rectagles
  • Polyester stuffing
  • Safety eyes or thread to create eyes
  • 3 Yards black cord
  • 35 pony beads or beads with large holes for needle to go through
  • 1 Black pipe cleaner
  • two small pom-poms and 1 very small pom-pom
  • Embroidery Floss – 1 matching face color, 1 mouth and eyes (if sewing), 1 coordinating body colors
  • Fabric Glue
  • Powdered blush for cheeks (optional)


  1. Run a gathering stitch around 6-1/2″ circle.Place a bit of stuffing in center and pull stitches to gather creating a ball.Tie off
  2. If using safety eyes, add them before stuffing ball
  3. Keep filling ball with stuffing until round and most of the pleats are not visible from the front.
  4. Once you are completely happy with the shape of the head, sew on 2″ circle to cover hole
  5. Fold White rectangle in half and cut slashes from fold to 1/4 from edge,(the slashes should be 1/4″ apart). Run a gathering stitch on edge
  6. Pull threads to create a circle.Repeat with second rectangle
  7. Attach collars to back of caterpillar head with thread
  8. Cut black cord into 10 – 8″ pieces
  9. Knot in center and at both ends
  10. Using 3 strands of embroidery thread secure the thread at the center of the collar.Run the thread through the knot of one leg, the center of one circle, and one bead.
  11. Continue stringing one circle and then one bead so there are five circles.Then run thread through the knot of the next leg. Repeat until you have threaded all circles and legs.
  12. Cut pipe cleaner into 2 – 3″ pieces.Glue Pom-poms to one end of pipe cleaner pieces.Wrap pipe cleaner pieces around pencil to make a spiral.
  13. Poke small holes where you would like the antennae.Fill the holes with glue and insert pipe cleaners.
  14. Sew on Nose and mouth.If you didn’t use safety eyes you can sew them on now
  15. Apply blush to the caterpillars cheeks (optional)

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