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: GOODE DAVID R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common	A	909	—	Acquired	32933	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	40581	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common (0)	51654	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: Restricted stock awarded pursuant to Caterpillar Inc. 2006 Long-Term Incentive Plan.