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CATERPILLAR INC Director's Dealing 2011

Apr 5, 2011

29780_dirs_2011-04-05_0028fafb-36cc-4729-879c-e42d26b168b3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2010-03-02

Reporting Person: RAPP EDWARD J (Group President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-02 Common M 2594 Acquired 42439 Direct
2010-03-02 Common F 764 $58.42 Disposed 41675 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-03-02 Restricted Stock Units $ M 2594 Disposed 2010-03-02 Common (2594) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (0) 20036 Direct

Footnotes

F1: This amount includes 13,187 shares in 401K.

F2: Security converts to common stock on a one-for-one basis.

F3: 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.

F4: Each restricted stock unit represents the equivalent of one share of Caterpillar common stock. On March 2, 2010, the reporting person's restricted stock units were settled for an equal number of shares of Caterpillar common stock.

F5: Amount reflects shares surrendered to satisfy tax withholding requirements upon the vesting of restricted stock units.