Cato’s de Agricultura was an important source for Pliny’s Naturalis Historia. Cato himself appears sixteen times in Pliny’s lists of sources, and in the text proper (Pliny tells us explicitly more than eighty times that he is reproducing Catonian material; most of it comes from the de Agricultura. A dozen or so passages are or purport to be direct quotations, but most are paraphrases; Catonian content in Plinian words. The present paper is a study of the linguistic features of Cato’s text that Pliny rewrites. Especially interesting features include cases in which concrete expressions are replaced by abstract nouns, simple verbs become compound (or the compounding prefix changes), a term is replaced by a synonym or synonymous expression, or the syntax is made more compact. Pliny’s adaptations of Cato’s language is read in light of his several general remarks about Cato’s style: he comments, for example, on Cato’s verbosity, diction and habitual censoriousness. The discussion shows how one ancient reader reacted to Cato’s early Latin.