CATERPILLAR INC — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2011-03-04

Reporting Person: LAVIN RICHARD P (Group President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Phantom Stock Units	$	A	902	Acquired		Common (902)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	87810	Direct
Common	4	Indirect

Footnotes

F1: This amount includes 13,665 shares in 401K and 333 shares in dividend reinvestment.

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.