CATERPILLAR INC — Director's Dealing 2008

Apr 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2008-03-31

Reporting Person: DICKINSON DANIEL M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-31	Phantom Stock Units	$	A	96	Acquired		Common (96)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	783	Direct

Footnotes

F1: Security converts to common stock on a one-for-one basis.

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 March 2008 at a price of $77.81 per share.