CATERPILLAR INC — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-03-05

Reporting Person: LAVIN RICHARD P (Group President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Employee Stock Option (right to buy)	$110.09	A	58424	Acquired	2022-03-05	Common (58424)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	81969	Direct
Common	4	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	22563	Direct

Footnotes

F1: This amount includes 355 shares in dividend reinvestment.

F2: Includes 14197 shares previously owned indirectly through Caterpillar's 401(k) plan.

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.