CATERPILLAR INC — Director's Dealing 2012

Apr 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2011-06-15

Reporting Person: LAVIN RICHARD P (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-15	Common	P	50	$97.71	Acquired	405	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	79967	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	23555	Direct

Footnotes

F1: This amount includes 243 shares in 401K and 386 shares in dividend reinvestment.

F2: These shares were purchased by the reporting person's daughter. The purchase of shares on June 15, 2011 by the reporting person's daughter was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's sale of shares on February 7, 2011 (to the extent of 50 shares sold on that date). The reporting person has paid to Caterpillar Inc. the full amount of profit realized in connection with the short-swing transaction.

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.