CATERPILLAR INC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-09-28

Reporting Person: RUST EDWARD B JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Phantom Stock Units	$	A	145	Acquired		Common (145)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	24428	Direct

Footnotes

F1: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

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.

F3: The units were valued in September 2012 on the basis of the issuer's common stock price, 145 units at a price of $86.02.