CATERPILLAR INC — Director's Dealing 2012

Aug 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-07-30

Reporting Person: RAPP EDWARD J (CFO & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-30	Common	M	13500	$27.1425	Acquired	63232	Direct
2012-07-30	Common	S	13500	$85.776	Disposed	49732	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-30	Phantom Stock Units	$	A	5585	Acquired		Common (5585)	Direct
2012-07-30	Employee Stock Option	$27.1425	M	13500	Disposed	2013-06-10	Common (13500)	Direct

Footnotes

F1: This amount includes 2306 shares in 401(k).

F2: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

F3: The phantom stock units were acquired under the Caterpillar Inc. deferred employee investment plan and will be settled 100% in cash upon the reporting person's retirement or separation from service.

F4: Exercisable in thirds beginning 1 year after the initial grant date. (1/3 after one year; 1/3 after two years; 1/3 after three years).