CATERPILLAR INC — Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2011-05-02

Reporting Person: RAPP EDWARD J (CFO & Group President)

Derivative Transactions

Holdings (Non-Derivative)

Footnotes

F1: This amount includes 13,706 shares in 401K and 61 shares in dividend reinvestment.

F2: The reported phantom stock units were acquired under Caterpillar Inc.'s deferred employee investment plan and will be settled upon the reporting person's retirement or separation from service.

F3: Security converts to common stock on a one-for-one basis.

F4: Each restricted stock unit represents a contingent right to receive one share of Caterpillar common stock.

F5: The restricted stock units vest on May 2, 2016.