CATERPILLAR INC — Director's Dealing 2008

Sep 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2008-08-29

Reporting Person: BUDA JAMES B (VP, General Counsel, Secy.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-29	Phantom Stock Units	$	A	76	Acquired		Common (76)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	34572	Direct

Footnotes

F1: This amount includes 13,250 shares in 401K and 2374 shares in dividend reinvestment.

F2: Security converts to common stock on a one-for-one basis.

F3: The reported phantom stock units were acquired under Caterpillar Inc.'s deferred employee investment plan and will be settled upon the reporting person's retirement or separation from service.