CATERPILLAR INC — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2011-01-31

Reporting Person: GOODE DAVID R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	Phantom Stock Units	$	A	188	Acquired		Common (188)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	58253	Direct

Footnotes

F1: Included in this amount are 5198 shares in dividend reinvestment.

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 2011 at a price of $96.535 per share.

F3: Security converts to common stock on a one-for-one basis.