Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
(b) & (c) Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference, on October 21, 2009 the Board of Directors of Caterpillar Inc. ("Caterpillar") elected Douglas R. Oberhelman to the positions of Vice Chairman and Chief Executive Officer - Elect, effective January 1, 2010. Oberhelman will serve as Vice Chairman and Chief Executive Officer - Elect until the June 2010 Caterpillar Board of Directors meeting, at which time he will be elected Chief Executive Officer and a member of the Board of Directors, succeeding James W. Owens, 63. Owens will continue to serve as Chairman of the Board and Chief Executive Officer until July 1, 2010. He will remain as Chairman of the Board through October 31, 2010, when he will retire in accordance with the company's long-standing mandatory retirement policy and be succeeded by Oberhelman at that time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Caterpillar Inc. Press Release dated October 22, 2009

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