CATERPILLAR INC — Director's Dealing 2007

Mar 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2007-02-28

Reporting Person: MAGOWAN PETER A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-28	Phantom Stock Units	$	A	167	Acquired		Common (167)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	263419	Direct
Common	2800	Indirect

Footnotes

F1: This amount includes 2282 dividend reinvestment shares.

F2: The phantom stock units were accrued under the Caterpillar Inc. director's deferred compensation plan and are to be settled 100% in cash upon the reporting person's retirement. The stock was acquired in February 2007 at a price between $64.035 and $67.505 per share.

F3: Security converts to common stock on a one-for-one basis.

F4: Reporting person disclaims beneficial ownership.