CATERPILLAR INC — Director's Dealing 2008

Apr 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2008-04-23

Reporting Person: WUNNING STEVEN H (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-23	Common	M	5202	$19.2032	Acquired	58771	Direct
2008-04-23	Common	F	1217	$82.06	Disposed	57554	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-23	Employee Stock Option	$19.2032	M	5202	Disposed	2010-06-12	Common (5202)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	276	Indirect
Common	675	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (19806)	19806	Direct

Footnotes

F1: This amount includes 22,392 shares in 401K.

F2: Reporting person disclaims beneficial ownership.

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

F4: 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.

F5: (Right to buy) with tandem tax withholding rights.

F6: Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.