Edgar Filing: MAGOWAN PETER A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MAGOWAN PETER A

2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [CAT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

100 PINE STREET, SUITE 2700

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2009

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	08/04/2009		M		8,000	A	$ 21.875	297,666	D
Common	08/04/2009		F		3,748	D	$ 46.68	293,918	D
Common	08/04/2009		M		8,000	A	$ 22.755	301,918	D
Common	08/04/2009		F		3,899	D	$ 46.68	298,019	D
Common	08/04/2009		M		8,000	A	$ 29.4325	306,019	D
Common	08/04/2009		F		5,044	D	$ 46.68	300,975	D
Common	08/04/2009		M		8,000	A	$ 26.03	308,975	D
Common	08/04/2009		F		4,461	D	$ 46.68	304,514 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units

⁽²⁾

⁽³⁾

Common

17,752

Employee Stock Option ⁽⁴⁾

$ 21.875

08/04/2009

8,000

⁽⁵⁾

04/12/2010

Common

8,000

$ 0

Employee Stock Option ⁽⁴⁾

$ 22.755

08/04/2009

8,000

⁽⁵⁾

04/11/2011

Common

8,000

$ 0

Employee Stock Option ⁽⁴⁾

$ 29.4325

08/04/2009

8,000

⁽⁵⁾

04/10/2012

Common

8,000

$ 0

Employee Stock Option ⁽⁴⁾

$ 26.03

08/04/2009

8,000

⁽⁵⁾

04/09/2013

Common

8,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAGOWAN PETER A 100 PINE STREET, SUITE 2700 SAN FRANCISCO, CA 94111	X

Signatures

Peter A. Magowan; L. J. Huxtable, POA		08/05/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This amount includes 4417 shares in dividend reinvestment.
(2)	Security converts to common stock on a one-for-one basis.
(3)	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 July 2009 at a price of $43.735 per share.
(4)	(Right to buy) with tandem tax withholding rights.
(5)	Exercisable in thirds - 1/3 after 1 yr.; 1/3 after 2 yrs.; 1/3 after 3 yrs.

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