CATERPILLAR INC — Director's Dealing 2011

May 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2011-05-02

Reporting Person: WUNNING STEVEN H (Group President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-02	Phantom Stock Units	$	A	47	Acquired		Common (47)	Direct
2011-05-02	Restricted Stock Units	$	A	750	Acquired		Common (750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	75863	Direct
Common	951	Indirect

Footnotes

F1: This amount includes 24,698 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: Each restricted stock unit represents a contingent right to receive one share of Caterpillar common stock.

F6: The restricted stock units vest on May 2, 2016.