CATERPILLAR INC — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2012-01-31

Reporting Person: DICKINSON DANIEL M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Phantom Stock Units	$	A	114	Acquired		Common (114)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	6406	Direct

Footnotes

F1: Security converts to common stock on a one-for-one basis.

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.
The stock was acquired in January 2012 at a price of $110.36 per share.