CATERPILLAR INC — Director's Dealing 2011

Jan 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2010-12-31

Reporting Person: MAGOWAN PETER A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Phantom Stock Units	$	A	185	Acquired		Common (185)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	304984	Direct

Footnotes

F1: This amount includes 162 shares in dividend reinvestment.

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

F3: 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 December 2010 at a price of $93.60 per share.