Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Umpleby III Donald J
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013		 3. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [CAT]
(Last)
(First)
(Middle)
100 N.E. ADAMS STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Group President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PEORIA, IL 61629		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 24,318
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 12/31/2004 06/08/2014 Common Stock 10,000 $ 38.6275 D  
Employee Stock Option 02/18/2005 02/18/2015 Common Stock 8,400 $ 45.6425 D  
Employee Stock Option 02/17/2009 02/17/2016 Common Stock 7,150 $ 72.05 D  
Employee Stock Option 03/02/2010 03/02/2017 Common Stock 3,341 $ 63.04 D  
Employee Stock Option 03/03/2011 03/03/2018 Common Stock 4,661 $ 73.2 D  
Employee Stock Option 03/02/2012 03/02/2019 Common Stock 6,619 $ 22.17 D  
Employee Stock Option 03/01/2013 03/01/2020 Common Stock 6,781 $ 57.85 D  
Employee Stock Option 03/07/2014 03/07/2021 Common Stock 22,696 $ 102.13 D  
Employee Stock Option 03/05/2015 03/05/2022 Common Stock 21,416 $ 110.09 D  
Restricted Stock Units   (1)   (1) Common Stock 2,500 $ (2) D  
Restricted Stock Units 03/01/2013 03/01/2013 Common Stock 490 $ (2) D  
Phantom Stock Units   (3)   (3) Common Stock 4,839 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Umpleby III Donald J
100 N.E. ADAMS STREET
PEORIA, IL 61629		       Group President  

Signatures

D. J. Umpleby III; S.R. Underwood, POA 01/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents restricted stock units (RSUs) awarded pursuant to the Caterpillar Inc. 2006 Long -Term Incentive Plan. Each RSU award vests in three annual installments beginning on the third anniversary of the inital grant date of May 1, 2012.
(2) Each RSU represents the contingent right to receive one share of Caterpillar Inc. common stock.
(3) The phantom stock units were acquired under the Caterpillar Inc. deferred employee investment plan and will be settled 100% in cash upon the reporting person's retirement or separation from service.
(4) Each phantom stock unit is the economic equivalent of one share of Caterpillar Inc. common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.