CATERPILLAR INC — Director's Dealing 2010

Feb 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2010-01-29

Reporting Person: RUST EDWARD B JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-29	Phantom Stock Units	$	A	328	Acquired		Common (328)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4933	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 January 2010 at a price of $52.89 per share.