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CATERPILLAR INC Director's Dealing 2011

May 2, 2011

29780_dirs_2011-05-02_926486b9-3702-4646-8903-e855cdb1e3f1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2011-04-29

Reporting Person: GALLARDO JUAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-11	Common	M	8000	$22.755	Acquired	230860	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-29	Phantom Stock Units	$	A	108	Acquired		Common (108)	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 April 2011 at a price of $115.4000 per share.