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. Ambassador Schwab's election was disclosed in a Form 8-K filed on April 13, 2009.

This Amendment No. 1 is being filed to report that on June 10, 2009, the Board appointed Ambassador Schwab to serve as a member of its Public Policy Committee.

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