CATERPILLAR INC — Director's Dealing 2009

Oct 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2009-10-20

Reporting Person: VITTECOQ GERARD R (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-20	Common	M	5984	$19.2032	Acquired	105347	Direct
2009-10-20	Common	F	1921	$59.79	Disposed	103426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-20	Employee Stock Option	$19.2032	M	5984	Disposed	2010-06-12	Common (5984)	Direct

Footnotes

F1: Included in this amount are 37,093 shares in EIP.

F2: (Right to buy) with tandem tax withholding rights.

F3: Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.