CATERPILLAR INC — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-05-01

Reporting Person: BUDA JAMES B (Sr. VP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common	A	5000	—	Acquired	51496	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	17916	Direct

Footnotes

F1: Represents restricted stock units (RSU) awarded pursuant to the Caterpillar Inc. 2006 Long -Term Incentive Plan. Each RSU represents the right to receive one share of Caterpillar Inc. common stock and vests in thirds beginning 2 years after the initial grant date (1/3 after three years; 1/3 after four years; 1/3 after five years).

F2: This amount includes 127 shares in 401K and 3363 shares in dividend reinvestment.

F3: Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

F4: 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.

F5: Includes 293 units acquired under Tax-Conditioned Plans.