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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12

Caterpillar Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (04-05)
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100 NE Adams Street
Peoria, Illinois  61629


May 10, 2010

Dear Caterpillar Stockholder:

We have previously sent you proxy material for the Annual Meeting of Caterpillar Inc. to be held on June 9, 2010.  Your Board of Directors recommends that you vote FOR proposals 1-5 and AGAINST proposals 6-8.

Your vote is important -- please vote your proxy TODAY by telephone, via the Internet, or by signing and returning the enclosed proxy card.

Even if you believe you have already voted, we encourage you to vote now to ensure your vote has been validly cast and is counted at the meeting.  Your vote will only be counted once.

Thank you for your participation.

Very truly yours,
/s/ James B. Buda
James B. Buda
Vice President, General Counsel and Secretary

Remember, you can vote by telephone or via the Internet --
Simply follow the easy instructions on the enclosed
proxy or voting instruction card.
If you have any questions, or need assistance voting
your shares, please call our proxy solicitor,
TOLL-FREE, at 1-877-687-1865.