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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Johnson Denise C   2. Issuer Name and Ticker or Trading Symbol CATERPILLAR INC [CAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group President (Last) (First) (Middle) 100 N.E. ADAMS STREET 3. Date of Earliest Transaction (Month/Day/Year) 07/27/2017 (Street) PEORIA, IL 61629 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) Code V Amount (A) or (D) Price Common Stock 07/27/2017   M   17,141 A $ 89.75 24,149 D   Common Stock 07/27/2017   S   17,141 D $ 114.02 (1) 7,008 D   Common Stock 07/27/2017   M   25,152 A $ 96.31 32,160 D   Common Stock 07/27/2017   S   25,152 D $ 114.02 (1) 7,008 D   Common Stock 07/27/2017   M   31,888 A $ 83 38,896 D   Common Stock 07/27/2017   S   31,888 D $ 144.02 (1) 7,008 D   Common Stock 07/27/2017   M   14,778 A $ 74.77 21,786 D   Common Stock 07/27/2017   S   14,788 D $ 114.02 (1) 7,008 D   Common Stock               916 I Held by Jerry Johnson Trust Common Stock               3,338 (2) I Held by 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 89.75

07/27/2017

M

17,141

03/04/2016

03/04/2023

Common Stock

17,141

$ 0

0

D

Employee Stock Option

$ 96.31

07/27/2017

M

25,152

03/03/2017

03/03/2024

Common Stock

25,152

$ 0

0

D

Employee Stock Option

$ 83

07/27/2017

M

31,888

(3)

03/02/2025

Common Stock

31,888

$ 0

15,944

D

Employee Stock Option

$ 74.77

07/27/2017

M

14,778

(3)

03/07/2026

Common Stock

14,788

$ 0

29,554

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Johnson Denise C 100 N.E. ADAMS STREET PEORIA, IL 61629			Group President

Signatures

Denise C. Johnson; G. Acker, POA		07/31/2017
**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)	The sale price reported in Column 4 is a weighted average sale price. The corresponding shares were sold in multiple transactions at prices ranging from $113.815 to $114.10, inclusive. The reporting person undertakes to provide Caterpillar Inc., any security holder of Caterpillar Inc., or the staff of the Securities and Exchange Commission, upon request, full information.
(2)	The information in this report is based on a 401(k) Plan statement dated as of 06/30/2017.
(3)	Stock options vest equally in 1/3 increments beginning on the first anniversay of the grant date.

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.