Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2009, the Board of Directors ("Board") of Caterpillar Inc. ("Company") elected Ambassador Susan C. Schwab, effective June 1, 2009, as an independent director with a term expiring at the annual meeting of stockholders in 2010. In conjunction with Ms. Schwab's election, the Board also took action on April 8, 2009 to increase the number of directors from fourteen to fifteen. At the time of her election, the Board had not decided on which of the Board's four standing committees Ambassador Schwab would serve.

A copy of the Company's press release issued on April 13, 2009, regarding Ambassador Schwab's election is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated herein by reference.

The election of Ambassador Schwab was not pursuant to any arrangement or understanding between Ambassador Schwab and any third party. As of the date of this report, neither Ambassador Schwab nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

Ambassador Schwab will be compensated consistent with previously disclosed compensation programs for non-employee directors and will receive an annual retainer and other stock-based awards as may be approved by the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Caterpillar Inc. Press Release dated April 13, 2009

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *