EXHIBIT 4.1
                       [FACE OF NOTE]


CUSIP NO.


REGISTERED
PRINCIPAL AMOUNT
No. FX -


               JOHN DEERE CAPITAL CORPORATION
                 MEDIUM-TERM NOTE, SERIES C,
      Due from 9 Months to 30 Years from Date of Issue
                        (FIXED RATE)


If the registered owner of this Security (as indicated below) 
is The Depository Trust Company (the "Depository") or a 
nominee of the Depository, this Security is a Global Security 
and the following two legends apply:

Unless this certificate is presented by an authorized 
representative of The Depository Trust Company (55 Water 
Street, New York, New York) to the issuer or its agent for 
registration of transfer, exchange or payment, and such 
certificate issued is registered in the name of CEDE & CO., or 
such other name as requested by an authorized representative 
of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF 
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since 
the registered owner hereof, CEDE & CO., has an interest 
herein.

Unless and until this certificate is exchanged in whole or in 
part for Securities in certificated form, this certificate may 
not be transferred except as a whole by the Depository to a 
nominee thereof or by a nominee thereof to the Depository or 
another nominee of the Depository or by the Depository or any 
such nominee to a successor of the Depository or a nominee of 
such successor.


IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" 
AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE 
APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE 
PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE 
DISCOUNT ("OID") RULES.







ISSUE PRICE:

ORIGINAL ISSUE DATE: 

STATED MATURITY DATE:

SPECIFIED CURRENCY: United States Dollars: [ ] YES [ ] NO

Foreign Currency:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO

INTEREST RATE:

INTEREST PAYMENT DATES IF OTHER THAN MARCH 15 AND 
SEPTEMBER 15:

REGULAR RECORD DATES IF OTHER THAN MARCH 1 AND SEPTEMBER 1:

OPTIONAL REDEMPTION: [ ] YES [ ] NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OTHER/DIFFERENT PROVISIONS:

OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO

OPTIONAL REPAYMENT DATE[S]:

MINIMUM DENOMINATION: [ ] $1,000  [ ] Other:

ADDITIONAL AMOUNTS:

DEFEASANCE:  [ ] YES   [ ] NO

COVENANT DEFEASANCE:  [ ] YES   [ ] NO

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTIONAL INTEREST RATE RESET: [  ] YES  [  ] NO

OPTIONAL INTEREST RATE RESET DATES:

SINKING FUND:

Page 2



JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein 
referred to as the "Company", which term includes any 
successor corporation under the Indenture hereinafter referred 
to), for value received, hereby promises to pay to 

____________________________________________________, or 
registered assigns, the principal sum of _______________ on 
the Stated Maturity Date shown above (except to the extent 
redeemed or repaid prior to the Stated Maturity Date) and to 
pay interest, if any, thereon at the Interest Rate shown above 
from the Original Issue Date shown above or from the most 
recent Interest Payment Date to which interest, if any, has 
been paid or duly provided for, semi-annually on March 15 and 
September 15 of each year (unless other Interest Payment Dates 
are shown on the face hereof) (each, an "Interest Payment 
Date") until the principal hereof is paid or made available 
for payment and on the Stated Maturity Date, any Redemption 
Date or Repayment Date (such terms are together hereinafter 
referred to as the "Maturity Date" with respect to the 
principal repayable on such date); provided, however, that any 
payment of principal (or premium, if any) or interest, if any, 
to be made on any Interest Payment Date or on the Maturity 
Date that is not a Business Day (as defined below) shall be 
made on the next succeeding Business Day with the same force 
and effect as if made on such Interest Payment Date or the 
Maturity Date, as the case may be, and no additional interest, 
if any, shall accrue on the amount so payable as a result of 
such delayed payment. For purposes of this Security, unless 
otherwise specified on the face hereof, "Business Day" means 
any day that is not a Saturday or Sunday and that is neither a 
legal holiday nor a day on which commercial banks are 
authorized or required by law, regulation or executive order 
to close in The City of New York; provided, however, that, if 
the Specified Currency from above is a foreign currency, such 
day is also not a day on which commercial banks are authorized 
or required by law, regulation or executive order to close in 
the Principal Financial Center (as defined) of the country 
issuing the Specified Currency (or, if the Specified Currency 
is the euro, such day is also a day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer 
(TARGET) System is open). "Principal Financial Center" means 
the capital city of the country issuing the Specified Currency 
except, that with respect to United States dollars, Australian 
dollars, Canadian dollars, Deutsche marks, Dutch guilders, 
South African rand and Swiss francs, the "Principal Financial 
Center" shall be The City of New York, Sydney and Melbourne, 
Toronto, Frankfurt, Amsterdam, Johannesburg and Zurich, 
respectively.

Any interest hereon is accrued from, and including, the 
immediately preceding Interest Payment Date in respect of 
which interest, if any, has been paid or duly provided for (or 
from, and including, the Original Issue Date if no interest 
has been paid) to, but excluding, the succeeding Interest 
Payment Date or the Maturity Date, as the case may be. The 
interest, if any, so payable, and punctually paid or duly 

Page 3



provided for, on any Interest Payment Date will, as provided 
in the Indenture and subject to certain exceptions described 
herein (referred to on the reverse hereof), be paid to the 
person (the "Holder") in whose name this Security (or one or 
more Predecessor Securities) is registered at the close of 
business on the March 1 or September 1 (whether or not a 
Business Day), as the case may be, next preceding such 
Interest Payment Date (unless other Regular Record Dates are 
specified on the face hereof) (each, a "Regular Record Date"); 
provided, however, that, if this Security was issued between a 
Regular Record Date and the initial Interest Payment Date 
relating to such Regular Record Date, interest, if any, for 
the period beginning on the Original Issue Date and ending on 
such initial Interest Payment Date shall be paid on the 
Interest Payment Date following the next succeeding Regular 
Record Date to the Holder hereof on such next succeeding 
Regular Record Date; and provided further that interest, if 
any, payable on the Maturity Date will be payable to the 
person to whom the principal hereof shall be payable. Any such 
interest not so punctually paid or duly provided for on any 
Interest Payment Date other than the Maturity Date ("Defaulted 
Interest") will forthwith cease to be payable to the Holder on 
such Regular Record Date and may either be paid to the person 
in whose name this Security (or one or more Predecessor 
Securities) is registered at the close of business on a 
special record date (the "Special Record Date") for the 
payment of such Defaulted Interest to be fixed by the Trustee 
(referred to on the reverse hereof), notice whereof shall be 
given to the Holder of this Security not less than ten days 
prior to such Special Record Date, or may be paid at any time 
in any other lawful manner, all as more fully provided in the 
Indenture.

Unless otherwise specified above, all payments in respect of 
this Security will be made in U.S. dollars regardless of the 
Specified Currency shown above unless the Holder hereof makes 
the election described below. If the Specified Currency shown 
above is other than U.S. dollars, the Exchange Rate Agent 
(referred to on the reverse hereof) will arrange to convert 
any such amounts so payable in respect hereof into U.S. 
dollars in the manner described on the reverse hereof; 
provided, however, that the Holder hereof may, if so indicated 
above, elect to receive all or a specified portion of any 
payment of principal, premium, if any, and/or interest in 
respect of this Security in such Specified Currency by 
delivery of a written request to the corporate trust office of 
the Trustee in The City of New York, on or prior to the 
applicable Regular Record Date or at least twelve days prior 
to the Maturity Date, as the case may be. Such request may be 
in writing (mailed or hand delivered) or by cable, telex or 
other form of facsimile transmission. The Holder hereof may 
elect to receive payment in such Specified Currency for all 
principal, premium, if any, and interest, if any, payments and 
need not file a separate election for each payment. Such 
election will remain in effect until revoked by written notice 
to the Trustee, but written notice of any such revocation must 
be received by the Trustee on or prior to the applicable 
Regular Record Date or at least fifteen days prior to the 
Maturity Date, as the case may be.

In the event of an official redenomination of the Specified 
Currency, the obligations of the Company with respect to 
payments on this Security shall, in all cases, be deemed 

Page 4



immediately following such redenomination to provide for 
payment of that amount of redenominated currency representing 
the amount of such obligations immediately before such 
redenomination. In no event shall any adjustment be made to 
any amount payable hereunder as a result of any change in the 
value of the Specified Currency shown above relative to any 
other currency due solely to fluctuations in exchange rates.

Until this Security is paid in full or payment therefor in 
full is duly provided for, the Company will at all times 
maintain a Paying Agent (which Paying Agent may be the 
Trustee) in The City of New York (which, unless otherwise 
specified above, shall be the "Place of Payment"). The Company 
has initially appointed The Chase Manhattan Bank at its office 
in The City of New York as Paying Agent.

Unless otherwise shown above, payment of interest on this 
Security (other than on the Maturity Date) will be made by 
check mailed to the registered address of the Holder hereof; 
provided, however, that, if (i) the Specified Currency is U.S. 
dollars and this is a Global Security or (ii) the Specified 
Currency is a Foreign Currency, and the Holder has elected to 
receive payments in such Specified Currency as provided for 
above, such interest payments will be made by transfer of 
immediately available funds, but only if appropriate 
instructions have been received in writing by the Trustee on 
or prior to the applicable Regular Record Date. Simultaneously 
with any election by the Holder hereof to receive payments in 
respect hereof in the Specified Currency (if other than U.S. 
dollars), such Holder may provide appropriate instructions to 
the Trustee, and all such payments will be made in immediately 
available funds to an account maintained by the payee with a 
bank, but only if such bank has appropriate facilities 
therefor. Unless otherwise specified above, the principal 
hereof (and premium, if any) and interest, if any, hereon 
payable on the Maturity Date will be paid in immediately 
available funds upon surrender of this Security at the office 
of the Trustee maintained for that purpose in the Borough of 
Manhattan, The City and State of New York (or at such other 
location as may be specified above). The Company will pay any 
administrative costs imposed by banks in making payments in 
immediately available funds but, except as otherwise provided 
under Additional Amounts above, any tax, assessment or 
governmental charge imposed upon payments will be borne by the 
Holders of the Securities in respect of which such payments 
are made.

Interest on this Security, if any, will be computed on the 
basis of a 360-day year of twelve 30-day months.

Page 5



REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS 
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER 
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF 
SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been 
executed by the Trustee by manual signature, this Security 
shall not be entitled to any benefit under the Indenture or be 
valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to 
be duly executed under its facsimile corporate seal.


JOHN DEERE CAPITAL CORPORATION


By:_________________________________
       James R. Jabanoski
       Treasurer

Attest:______________________________
       Michael A. Harring
       Assistant Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture

Dated:  ____________________

THE CHASE MANHATTAN BANK,
  as Trustee



By:________________________________
       Authorized Officer

Page 6



                      [REVERSE OF NOTE]


                JOHN DEERE CAPITAL CORPORATION
                  MEDIUM-TERM NOTE, SERIES C

Section 1.  General.  This Security is one of a duly 
authorized issue of securities (herein called the 
"Securities") of the Company, issued and to be issued in one 
or more series under an indenture, dated as of June 15, 1995, 
as it may be supplemented from time to time (herein called the 
"Indenture"), between the Company and The Chase Manhattan 
Bank, Trustee (herein called the "Trustee", which term 
includes any successor trustee under the Indenture with 
respect to a series of which this Security is a part), to 
which indenture and all indentures supplemental thereto, 
reference is hereby made for a statement of the respective 
rights, limitations of rights, duties and immunities 
thereunder of the Company, the Trustee and the Holders of the 
Securities, and of the terms upon which the Securities are, 
and are to be, authenticated and delivered. This Security is 
one of the series designated on the face hereof which is 
unlimited in aggregate principal amount.

Section 2.  Payments.  If the Specified Currency is other than 
U.S. dollars and the Holder hereof fails to elect payment in 
such Specified Currency, the amount of U.S. dollar payments to 
be made in respect hereof will be determined by the Exchange 
Rate Agent specified on the face hereof or a successor thereto 
(the "Exchange Rate Agent") based on the highest bid quotation 
in The City of New York at approximately 11:00 A.M., New York 
City time, on the second Business Day preceding the applicable 
payment date by the Exchange Rate Agent from three recognized 
foreign exchange dealers (one of whom may be the Exchange Rate 
Agent) selected by the Exchange Rate Agent and approved by the 
Company for the purchase by the quoting dealer of the 
Specified Currency for U.S. dollars for settlement on such 
payment date in the aggregate amount of the Specified Currency 
payable to all holders of Securities scheduled to receive U.S. 
dollar payments and at which the applicable dealer commits to 
execute a contract. If three such bid quotations are not 
available, payments will be made in the Specified Currency. 
All currency exchange costs will be borne by the holder of the 
Securities by deductions from such payments.

Except as set forth below, if the Specified Currency is other 
than U.S. dollars and the Specified Currency is not available 
due to the imposition of exchange controls or to other 
circumstances beyond the Company's control, the Company will 
be entitled to satisfy its obligations to the Holder of this 
Security by making such payment in U.S. dollars on the basis 
of the noon buying rate in The City of New York for cable 
transfers of such Specified Currency as certified for customs 
purposes (or, if not so certified, as otherwise determined) by 
the Federal Reserve Bank of New York (the "Market Exchange 
Rate") for such Specified Currency as computed by the Exchange 
Rate Agent on the second Business Day prior to the applicable 

Page 7



payment date or, if the Market Exchange Rate is then not 
available, on the basis of the most recently available Market 
Exchange Rate or as otherwise indicated above. 

All determinations referred to above made by the Exchange Rate 
Agent shall be at its sole discretion (except to the extent 
expressly provided that any determination is subject to 
approval by the Company) and, in the absence of manifest 
error, shall be conclusive for all purposes and binding on the 
Holder of this Security and the Exchange Rate Agent shall have 
no liability therefor.

All currency exchange costs will be borne by the Company 
unless the Holder of this Security has made the election to 
receive payments in the Specified Currency. In that case, the 
Holder shall bear its pro rata portion of currency exchange 
costs, if any, by deductions from payments otherwise due to 
such Holder.

References herein to "U.S. dollars" or "U.S. $" or "$" are to 
the currency of the United States of America.

Section 3.  Redemption.  If so specified on the face hereof, 
the Company may at its option redeem this Security in whole or 
from time to time in part in increments of $1,000 (provided 
that any remaining principal amount of this Security shall not 
be less than the Minimum Denomination specified on the face 
hereof) on or after the date designated as the Initial 
Redemption Date on the face hereof at 100% of the unpaid 
principal amount hereof or the portion thereof redeemed (or, 
if this Security is a Discount Security, such lesser amount as 
is provided for below) multiplied by the Initial Redemption 
Percentage specified on the face hereof, together with accrued 
interest, if any, to the Redemption Date. Such Initial 
Redemption Percentage shall decline at each anniversary of the 
Initial Redemption Date by an amount equal to the Annual 
Redemption Percentage Reduction, if any, specified on the face 
hereof until the redemption price is 100% of the unpaid 
principal amount hereof. The Company may exercise such option 
by causing the Trustee to mail a notice of such redemption at 
least 30 but not more than 60 days prior to the Redemption 
Date. In the event of redemption of this Security in part 
only, a new Security or Securities for the unredeemed portion 
hereof shall be issued in the name of the Holder hereof upon 
the cancellation hereof. If less than all of the Securities 
with like tenor and terms to this Security are to be redeemed, 
the Securities to be redeemed shall be selected by the Trustee 
by such method as the Trustee shall deem fair and appropriate. 
However, if less than all the Securities of the series, of 
which this Security is a part, with differing issue dates, 
interest rates or formula and stated maturities are to be 
redeemed, the Company in its sole discretion shall select the 
particular Securities to be redeemed and shall notify the 
Trustee in writing thereof at least 45 days prior to the 
relevant Redemption Date.

Section 4.  Repayment.  If so specified on the face hereof, 
this Security shall be repayable prior to the Stated Maturity 
Date at the option of the Holder on each applicable Optional 
Repayment Date shown on the face hereof at a repayment price 

Page 8



equal to 100% of the principal amount to be repaid, together 
with accrued interest, if any, to the Repayment Date. In order 
for this Security to be repaid, the Trustee must receive at 
least 30 but not more than 60 days prior to an Optional 
Repayment Date, this Security with the form attached hereto 
entitled "Option to Elect Repayment" duly completed. Any 
tender of this Security for repayment shall be irrevocable. 
The repayment option may be exercised by the Holder of this 
Security in whole or in part in increments of $1,000 (provided 
that any remaining principal amount of this Security shall not 
be less than the Minimum Denomination specified on the face 
hereof). Upon any partial repayment, this Security shall be 
cancelled and a new Security or Securities for the remaining 
principal amount hereof shall be issued in the name of the 
Holder of this Security.

Section 5.  Sinking Fund.  Unless otherwise specified on the 
face hereof, this Security will not be subject to any sinking 
fund.

Section 6.  Discount Securities.  If this Security (such a 
Security being referred to as a "Discount Security") (a) has 
been issued at an Issue Price lower, by more than a de minimis 
amount (as determined under United States federal income tax 
rules applicable to original issue discount instruments), than 
the principal amount hereof and (b) would be considered an 
original issue discount security for United States federal 
income tax purposes, then the amount payable on this Security 
in the event of redemption by the Company, repayment at the 
option of the Holder or acceleration of the maturity hereof, 
in lieu of the principal amount due at the Stated Maturity 
Date hereof, shall be the Amortized Face Amount (as defined 
below) of this Security as of the date of such redemption, 
repayment or acceleration. The "Amortized Face Amount" of this 
Security shall be the amount equal to the sum of (a)the Issue 
Price (as set forth on the face hereof) plus (b)the aggregate 
of the portions of the original issue discount (the excess of 
the amounts considered as part of the "stated redemption price 
at maturity" of this Security within the meaning of Section 
1273(a)(2) of the Internal Revenue Code of 1986, as amended 
(the "Code"), whether denominated as principal or interest, 
over the Issue Price of this Security) which shall theretofore 
have accrued pursuant to Section 1272 of the Code (without 
regard to Section 1272(a)(7) of the Code) from the date of 
issue of this Security to the date of determination, minus 
(c)any amount considered as part of the "stated redemption 
price at maturity" of this Security which has been paid on 
this Security from the date of issue to the date of 
determination.

Section 7.  Modification and Waivers; Obligation of the 
Company Absolute.  The Indenture permits, with certain 
exceptions as therein provided, the amendment thereof and the 
modification of the rights and obligations of the Company and 
the rights of the Holders of the Securities of each series. 
Such amendment may be effected under the Indenture at any time 
by the Company and the Trustee with the consent of the Holders 
of not less than a majority in principal amount of Outstanding 
Securities affected thereby. The Indenture also contains 
provisions permitting the Holders of not less than a majority 

Page 9



in principal amount of the Outstanding Securities, on behalf 
of the Holders of all Outstanding Securities, to waive 
compliance by the Company with certain provisions of the 
Indenture. Provisions in the Indenture also permit the Holders 
of not less than a majority in principal amount of all 
Outstanding Securities of any series to waive on behalf of all 
of the Holders of Securities of such series certain past 
defaults under the Indenture and their consequences. Any such 
consent or waiver shall be conclusive and binding upon the 
Holder of this Security and upon all future Holders of this 
Security and of any Security issued upon the registration of 
transfer hereof or in exchange herefor or in lieu hereof, 
whether or not notation of such consent or waiver is made upon 
this Security.

The Securities are unsecured and rank pari passu with all 
other unsecured and unsubordinated indebtedness of the 
Company.

No reference herein to the Indenture and no provision of this 
Security or of the Indenture shall alter or impair the 
obligation of the Company, which is absolute and 
unconditional, to pay the principal of (and premium, if any) 
and interest, if any, on this Security at the times, place and 
rate, and in the Currency herein prescribed.

Section 8.  Defeasance and Covenant Defeasance.  The Indenture 
contains provisions for defeasance at any time of (a)the 
entire indebtedness of the Company on this Security and 
(b)certain restrictive covenants and the related defaults and 
Events of Default, upon compliance by the Company with certain 
conditions set forth therein, which provisions apply to this 
Security, unless otherwise specified on the face hereof.

Section 9.  Minimum Denomination.  Unless otherwise provided 
on the face hereof, this Security is issuable only in 
registered form without coupons in denominations of $1,000 or 
any amount in excess thereof which is an integral multiple of 
$1,000. If this Security is denominated in a Specified 
Currency other than U.S. Dollars or is a Discount Security, 
this Security shall be issuable in the denominations set forth 
on the face hereof.

Section 10.  Registration of Transfer.  As provided in the 
Indenture and subject to certain limitations herein and 
therein set forth, the transfer of this Security is 
registrable in the Security Register upon surrender of this 
Security for registration of transfer at a Place of Payment 
for the series of Securities of which this Security forms a 
part, duly endorsed by, or accompanied by a written instrument 
of transfer in form satisfactory to the Company and the 
Security Registrar duly executed by, the Holder hereof or his 
attorney duly authorized in writing, and thereupon one or more 
new Securities of this series, of like authorized 
denominations and for the same aggregate principal amount, 
will be issued to the designated transferee or transferees.

Page 10



If the registered owner of this Security is the Depository 
(such a Security being referred to as a "Global Security"), 
and (i)the Depository is at any time unwilling or unable to 
continue as depository and a successor depository is not 
appointed by the Company within 90 days following notice to 
the Company or (ii)an Event of Default occurs, the Company 
will issue Securities in certificated form in exchange for 
this Global Security. In addition, the Company may at any 
time, and in its sole discretion, determine not to have 
Securities represented by a Global Security and, in such 
event, will issue Securities in certificated form in exchange 
in whole for this Global Security. In any such instance, an 
owner of a beneficial interest in this Global Security will be 
entitled to physical delivery of Securities in certificated 
form equal in principal amount to such beneficial interest and 
to have such Securities registered in its name. Securities so 
issued in certificated form will be issued in denominations of 
$1,000 (or such other Minimum Denomination specified on the 
face hereof) or any amount in excess thereof which is an 
integral multiple of $1,000 (or such Minimum Denomination) and 
will be issued in registered form only, without coupons.

No service charge shall be made for any such registration of 
transfer or exchange, but the Company may require payment of a 
sum sufficient to cover any tax or other governmental charge 
payable in connection therewith.

Prior to due presentment of this Security for registration of 
transfer, the Company, the Trustee and any agent of the 
Company or the Trustee may treat the Holder as the owner 
hereof for all purposes, whether or not this Security be 
overdue, and neither the Company, the Trustee nor any such 
agent shall be affected by notice to the contrary.

Section 11.  Events of Default.  If an Event of Default with 
respect to the Securities of the series of which this Security 
forms a part shall have occurred and be continuing, the 
principal of this Security may be declared due and payable in 
the manner and with the effect provided in the Indenture.


Section 12.  Defined Terms.  All terms used in this Security 
which are defined in the Indenture and are not otherwise 
defined herein shall have the meanings assigned to them in the 
Indenture.

Section 13.  Governing Law.  Unless otherwise specified on the 
face hereof, this Security shall be governed by and construed 
in accordance with the law of the State of New York, without 
regard to principles of conflicts of laws.

Page 11



                  OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the 
Company to repay this Security (or the portion thereof 
specified below), pursuant to its terms, on the Optional 
Repayment Date first occurring after the date of receipt of 
this Security as specified below (the "Repayment Date"), at a 
Repayment Price equal to 100% of the principal amount thereof, 
together with interest thereon accrued to the Repayment Date, 
to the undersigned at:

__________________________________________________________

__________________________________________________________
(Please Print or Type Name and Address of the Undersigned.)

For this Option to Elect Repayment to be effective, this 
Security with the Option to Elect Repayment duly completed 
must be received at least 30 but not more than 45 days prior 
to the Repayment Date (or, if such Repayment Date is not a 
Business Day, the next succeeding Business Day) by the Company 
at its office or agency in The City of New York, which will be 
located initially at the office of the Trustee at 450 West 
33rd Street, New York, New York 10001-2697.

If less than the entire principal amount of this Security is 
to be repaid, specify the portion thereof (which shall be 
$1,000 or an integral multiple thereof) which is to be repaid: 
$____________________.

If less than the entire principal amount of the within 
Security is to be repaid, specify the denomination(s) of the 
Security(ies) to be issued for the unpaid amount ($1,000 or 
any integral multiple of $1,000; provided that any remaining 
principal amount of this Security shall not be less than the 
Minimum Denomination):  $____________________.

Dated:  ____________________


__________________________________________________________
Note:  The signature to this Option to Elect Repayment must 
correspond with the name as written upon the face of this 
Security in every particular without alterations or 
enlargement or any change whatsoever.

Page 12



                        ABBREVIATIONS

The following abbreviations, when used in the inscription on 
the face of this instrument, shall be construed as though they 
were written out in full according to applicable laws or 
regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not
          as tenants in common


UNIF GIFT MIN ACT - ...............Custodian...............
                        (Cust.)                (Minor)
                      Under Uniform Gifts to Minors Act

                    .......................................
                                    (State)

Additional abbreviations may also be used though not in the 
above list.


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) 
and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
 ___________________________
|___________________________|

______________________________________________________________

Please print or type name and address, including zip code of 
assignee



the within Security of JOHN DEERE  CAPITAL CORPORATION and all 
rights thereunder and does hereby irrevocably constitute and 
appoint

___________________________________________________ Attorney
to transfer the said Security on the books of the within-named 
Company, with full power of substitution in the premises.



Dated _______________________


SIGNATURE GUARANTEED:






____________________________________________________________
NOTICE:  The signature to this assignment must correspond with 
the name as it appears upon the face of the within Security in 
every particular, without alteration or enlargement or any 
change whatsoever.

Page 13