CATERPILLAR INC - Director's Dealing 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WUNNING STEVEN H (Group President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common	M	126000	$38.6275	Acquired	201863	Direct
2012-01-31	Common	S	126000	$111.0943	Disposed	75863	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Employee Stock Option	$38.6275	M	126000	Disposed	2014-06-08	Common (126000)	Direct

Security	Shares	Ownership
Common	951	Indirect

F1: This amount includes 24,698 shares in 401K.

F2: Reporting person disclaims beneficial ownership.

F3: Right to buy with tandem tax withholding rights.

F4: Exercisable in thirds beginning 1 year after the initial grant date. (1/3 after one year; 1/3 after two years; 1/3 after three years).