CATERPILLAR INC — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-02-29

Reporting Person: MAGOWAN PETER A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-29	Phantom Stock Units	$	A	210	Acquired		Common (210)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	307572	Direct

Footnotes

F1: This amount includes 164 shares in dividend reinvestment.

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

F3: 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.

F4: The units were valued in February 2012 on the basis of the issuer's common stock price, 101 units at a price of $115.41 and 109 units at a price of $115.04, per unit.