SECURITIES AND EXCHANGE COMMISSION
                                     
                         Washington, D.C.  20549
 
                                _________
 
 
                                FORM 8-K
 
                             CURRENT REPORT
 
 
                 Pursuant to Section 13 or 15(d) of the
 
                     Securities Exchange Act of 1934
 
 
                     Date of Report:  July 21, 1994
                    (Date of earliest event reported)
 
 
                      D E E R E   &   C O M P A N Y
           (Exact name of registrant as specified in charter)
 
                                DELAWARE
             (State or other jurisdiction of incorporation)
 
                                 1-4121
                        (Commission File Number)
 
                               36-2382580
                    (IRS Employer Identification No.)
 
                             John Deere Road
                         Moline, Illinois  61265
          (Address of principal executive offices and zip code)
 
                              (309)765-8000
          (Registrant`s telephone number, including area code)
                 _______________________________________
     (Former name or former address, if changed since last
report.)
 
                         Page 1 of 5 pages.
                    The Exhibit Index appears at Page 3



Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits. 
 
 (c)  Exhibits
 
    (99) Press release.
 
 
 Signatures
 
 Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant
 has duly caused this report to be signed on its behalf by the
undersigned hereto duly
 authorized.
 
 
 
                             DEERE & COMPANY
 
 
 
                              By   /s/ Frank S. Cottrell      
                                 Frank S. Cottrell, Secretary    
 
 
 Dated:  July 21, 1994
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
                             EXHIBIT INDEX 
 
 
 
                                          Sequential Page
Number and Description of Exhibit            Number     
 
 
 (99) Press release                               Pg. 4
 
  
 
                                    EXHIBIT  99
 FOR IMMEDIATE RELEASE
 
 Deere & Company to Acquire Textron's Homelite Division
 
    MOLINE, ILLINOIS and PROVIDENCE, RHODE ISLAND -- July 20,
 1994 -- Deere & Company  and Textron, Inc. today announced that
 they have entered into a definitive agreement under which Deere
 & Company will purchase the Homelite division of Textron.  The
 transaction is expected to be completed by September 30.  Terms
 of the transaction were not disclosed.
    Homelite, based in Charlotte, North Carolina, is a leading
 producer of outdoor power equipment, including string trimmers,
 chain saws, leaf blowers, brushcutters and related equipment for
 homeowner and commercial markets.  Homelite's 1993 revenues were
 approximately $246 million.  Homelite employs approximately
 2,000 people, the majority of whom are based in the company's
 operations in Charlotte and Gastonia, North Carolina, and Greer
 and Columbia, South Carolina.
    "We view Homelite as a strategic acquisition and an
 important addition to our Lawn and Grounds Care Equipment
 division," said Hans W. Becherer, Deere & Company's chairman and
 chief executive officer.  "This acquisition is further evidence
 of our corporate commitment to growth and to enhancing our
 worldwide leadership position in the lawn and grounds care
 equipment industry. Homelite's product mix and variety of
 distribution channels will very effectively complement and
 extend the reach of Deere's Lawn and Grounds Care Equipment
 division."
    "This transaction makes sense, strategically and
 operationally, for both Textron and Deere," said Textron
 chairman and chief executive officer James F. Hardymon. 
 "Homelite is a good company that will complement Deere's product
 mix.  This transaction also supports Textron's strategy to focus
 on its core business areas where the company can add value and
 realize attractive returns on invested capital," he added.
    According to Mr. Hardymon, proceeds from the sale will be
 used for general corporate purposes, including debt repayment
 and stock repurchases.
    Deere & Company said Homelite will continue to utilize its
 existing workforce and facilities upon completion of the sale.
    Deere & Company and its subsidiaries manufacture, distribute
 and finance a full range of agricultural equipment; a broad
 range of industrial equipment for construction, forestry and
 public works; and a variety of lawn and grounds care equipment. 
 John Deere's Lawn and Grounds Care Equipment division, offering
 the industry's broadest line of tractors, mowers and other
 outdoor power equipment for homeowners and commercial users
 worldwide, had 1993 sales of $1.05 billion.
    Textron Inc. is a $9.1 billion multi-industry company with
 operations in two business sectors -- Manufacturing and
 Financial Services.  Its business segments are Aircraft,
 Automotive, Industrial, Systems & Components, Finance and Paul
 Revere.