CATERPILLAR INC — Proxy Solicitation & Information Statement 2010

May 10, 2010

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

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

	Filed by the Registrant:	X
		Filed by a Party other than the Registrant:
	Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
X	Definitive Additional Materials
	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)
	Payment of Filing Fee (Check the appropriate box):
X	No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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	Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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,

James B. Buda

Vice President, General Counsel and Secretary

IMPORTANT NOTE:

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,

INNISFREE M&A INCORPORATED TOLL-FREE, at 1-877-687-1865.