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CATERPILLAR INC Director's Dealing 2011

Mar 30, 2011

29780_dirs_2011-03-30_f58ebb02-0a1d-4c40-a99f-ada5bfe3dd97.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: 2011-03-28

Reporting Person: LEVENICK STUART L (Group President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-28 Common M 126000 $38.6275 Acquired 221671 Direct
2011-03-28 Common F 78145 $109.945 Disposed 143526 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-28 Employee Stock Option $38.6275 M 126000 Disposed 2014-06-08 Common (126000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common (0) 15221 Direct

Footnotes

F1: This amount includes 4391 shares in 401K and 27 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: (Right to buy) with tandem tax withholding rights.

F5: Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.