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:  November 26, 1996
                (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 10 pages.
               The Exhibit Index appears at Page 4


Item 7.Financial Statements, Pro Forma Financial Information  and
       Exhibits.

(c)    Exhibits

      (99)  Press release and additional information.


Signature

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:  November 26, 1996


                          EXHIBIT INDEX


                                                     Sequential
Number and Description of Exhibit                    Page Number


(99) Press release and additional information           Pg. 5



                                                       EXHIBIT 99

                                   Contact:  Robert J. Combs
                                             Deere & Company
                                             309/765-5014


DEERE & COMPANY FOURTH QUARTER EARNINGS


For Immediate Release (November 26, 1996)

     Moline,  Illinois  -- Deere & Company today reported  record
fourth quarter worldwide net income of $173.9 million or $.68 per
share for the quarter ended October 31, an increase of 15 percent
compared with 1995 fourth quarter net income of $150.6 million or
$.57  per  share.   Net income for the fiscal year  increased  16
percent to $817.3 million or $3.14 per share compared with $706.1
million  or  $2.71 per share last year. Deere & Company  Chairman
and  Chief  Executive Officer Hans W. Becherer  said,  "Both  the
fourth  quarter and the full year results represent  new  company
earnings  records. The company's operating margins remain  strong
as  our  focus on continuous improvement and growth is  having  a
positive impact throughout our businesses."
     Worldwide net sales and revenues increased seven percent  to
$2.919  billion in the fourth quarter and nine percent to $11.229
billion  for  the year compared with $2.719 billion  and  $10.291
billion,  respectively,  last year.   Net  sales  to  dealers  of
agricultural,  industrial, and commercial and consumer  equipment
were $2.488 billion in the fourth quarter and $9.640 billion this
year   compared   with   $2.342  billion  and   $8.830   billion,
respectively,  last year.  Export sales from  the  United  States
continued to grow, totaling $1.584 billion for 1996 compared with
$1.314  billion  last  year,  an increase  of  over  20  percent.
Overseas  sales for the year remained very strong, rising  by  26
percent  compared with a year ago and exceeding $2.5 billion  for
the  first time in the company's history.  Overall, the company's
worldwide physical volume of sales increased four percent for the
quarter and seven percent for the year compared with a year  ago,
reflecting  the  increased  worldwide demand  for  the  company's
products.
     The  company's worldwide equipment operations, which exclude
the    financial   services   subsidiaries   and   unconsolidated
affiliates, had record net income of $123.4 million in the fourth
quarter  and  $610.0 million for the full year in  1996  compared
with  $106.3 million and $529.0 million, respectively, last year.
Earnings  for the year were at record levels despite the negative
impact  of  a  fourth  quarter  $15 million  after-tax  write-off
associated with the integration and consolidation of our  various
Mexican operations.
     Worldwide agricultural equipment operating profits  in  1996
were  $202 million for the quarter and $821 million for the  year
compared  with $135 million and $643 million, respectively,  last
year.   The  gains  were primarily due to higher  production  and
sales levels coupled with lower sales incentive costs. Industrial
equipment  operating profits totaled $34 million in  the  quarter
and  $186  million for the entire year compared with $36  million
and  $198  million, respectively, last year.  The lower operating
profits  in  both  the  quarter and  year  resulted  mainly  from
increased development expenses associated with improving the fuel
efficiency  and  emissions performance of new engines.  Worldwide
commercial  and  consumer  equipment operating  profits  were  $1
million  for  the  quarter and $118 million  for  the  full  year
compared  with  $35 million and $165 million, respectively,  last
year.   Operating income decreased in both the quarter  and  full
year   due   primarily  to  lower  sales  volume  and   increased
promotional   and   growth  expenditures  associated   with   the
division's new market initiatives. Overseas results, prior to the
Mexican write-off, reflected operating income totaling $8 million
for  the quarter and $273 million for the full year compared with
$4  million  and  $167 million, respectively, last  year.   These
improvements  were  driven by higher volumes  of  production  and
sales, continued cost improvements and operating efficiencies.
     Net  income of the financial services subsidiaries was $47.6
million  for  the quarter and $196.8 million for the entire  year
compared  with  $41.0  million and $166.6 million,  respectively,
last year.  The credit operation's fourth quarter and annual  net
income  was  $36.9  million  and  $146.6  million,  respectively,
compared  with  $28.8  million and $120.9 million  for  the  same
periods  last  year.   The increase in income resulted  primarily
from  a  larger  average portfolio financed and increased  income
from the securitization and sale of retail notes.  Net income  of
the  insurance  operations was $6.4 million for the  quarter  and
$32.7  million for the year compared with $8.3 million and  $29.4
million,  respectively, last year.  Fourth quarter  results  were
impacted  by  unfavorable claims experience and lower  investment
income.    Annual  results  continued  to  reflect   an   overall
improvement  in underwriting results, offset by lower  investment
income.   Health  care operations' net income increased  to  $4.3
million  for the quarter and $17.5 million for the year,  despite
higher  expenditures on growth initiatives,  compared  with  $3.9
million and $16.3 million, respectively, last year.
     The  company's asset control efforts continued  to  generate
improved results in 1996, with the equipment operations' ratio of
year-end assets to net sales decreasing from 76 percent  in  1995
to  71 percent in 1996.  The ratio of year-end dealer receivables
to net sales also improved from 37 percent of net sales last year
to 33 percent in 1996.

Market Conditions and Outlook

     "Worldwide  demand  for  John Deere  agricultural  equipment
remains   very   strong,"  Becherer  said.   "Favorable   weather
conditions  in  the  major  producing  areas  in  North  America,
combined  with  the  removal  of  all  annual  acreage  reduction
programs  in the United States, resulted in significant increases
in  production  of  wheat, corn and soybeans in  1996.   However,
despite  recent price declines, grain prices remain at reasonably
good overall levels.
     "Improving worldwide dietary trends and rapid income  growth
in  most  of Asia and Latin America continue to stimulate  strong
demand  for  farm  commodities, resulting in the  need  for  high
levels of future plantings," Becherer said.  "Additionally,  many
United  States  farmers signed seven-year production  flexibility
contracts  that  establish direct government payments  until  the
year  2002.   The  payments are not dependent on commodity  price
levels.  During 1996, this program permits estimated payments  to
farmers  of nearly $9 billion.  As a result of these factors  and
the USDA's projections for continued relatively tight supplies of
grains  and  oilseeds during next year, farmers'  confidence  has
remained at high levels,  promoting strong North American  demand
for  agricultural equipment.  Additionally, overseas agricultural
equipment  sales, which were very strong during  1996,  are  also
expected to continue to increase in 1997 due principally  to  the
impact  of  sales  to  republics  of  the  former  Soviet  Union,
including countries such as Ukraine and Kazakhstan.
     "Industrial equipment markets also remained strong in 1996,"
Becherer  said.  "Housing demand continued at  strong  levels  in
1996, reflecting generally favorable mortgage interest rates, and
demand is expected to remain at approximately the same levels  in
1997.   Strong  housing demand coupled with general  expectations
for  moderate  economic  growth in the  domestic  economy  should
promote continued good industrial equipment demand for next year.
     "Commercial  and  consumer  equipment  industry  sales  were
negatively affected this year by a cold, wet spring followed by a
cool  and  dry  summer, resulting in retail  sales  approximately
equal to 1995 levels," Becherer said.  "However, the first 'Sabre
by  John  Deere' products were introduced during 1996, opening  a
new  market segment to the company.  Retail sales volumes in 1997
are  currently expected to increase moderately over 1996  levels,
assuming more normal weather patterns, growth of the Sabre  brand
and a continuing strong economy.
     "The   company's   financial  services   operations,   which
experienced  growth  in most markets served  in  1996,  also  are
expected to continue their profitable growth next year, partially
offset  by  the  credit operations' planned lower gains  on  note
sales  and  higher  expenditures  for  key  growth  initiatives,"
Becherer said.
     "In  response  to  these  market conditions,  the  company's
worldwide  physical volume of sales to dealers  on  a  comparable
basis  is projected to increase by approximately five percent  in
1997 compared with 1996," Becherer said.  "First quarter physical
volumes  are  also projected to be six percent  higher  than  the
comparable levels in the first quarter of 1996.
     "Overall,  the  outlook  for our  businesses  is  positive,"
Becherer  said.   "We  are continuing to  invest  in  new  growth
initiatives throughout the world which should promote the sale of
new  as  well as existing products in new markets such as  China,
the  republics  of  the  former  Soviet  Union  and  India.   Our
excellent worldwide dealer organization continues to successfully
provide  a  strong  and  critically  important  linkage  to   our
customers,   assisting  us  in  meeting  their  ever   increasing
expectations   and   reinforcing   our   commitment   to    their
satisfaction.    The  company's  operating  margins   have   also
benefited from our growth and continuous improvement initiatives.
Based  on  these  factors, coupled with the  continued  favorable
market  outlook  for  our businesses, we  expect  another  strong
operating performance next year."

John Deere Capital Corporation

     The following is disclosed on behalf of the company's United
States  credit  subsidiary, John Deere  Capital  Corporation,  in
connection with the disclosure requirements of programs providing
for the issuance of debt securities:
     John  Deere  Capital  Corporation's  net  income  was  $31.6
million in the fourth quarter of 1996 and $134.1 million for  the
entire  year  compared  with $27.1 million  and  $114.1  million,
respectively,  last year.  Net income for the  quarter  and  year
were  favorably  affected  by  a larger  portfolio  financed  and
increased  income  from the securitization  and  sale  of  retail
notes.   The  average  balance of credit receivables  and  leases
financed  was  16  percent higher in the fourth  quarter  and  20
percent higher for the year compared with a year ago.
     Credit  receivable  and lease acquisition volumes  increased
nine  percent  during the fourth quarter and 18 percent  for  the
year  compared with last year.  Volumes of John Deere notes  were
six  percent  higher  in  the  current  year,  primarily  due  to
increased  retail  sales  of John Deere  equipment.   Volumes  of
retail  notes,  revolving charge accounts, leases  and  wholesale
receivables  all  increased  in 1996  compared  with  last  year.
Annual  1996 retail note volumes totaled $2.981 billion,  a  four
percent increase over 1995.
     Net  receivables and leases financed by John  Deere  Capital
Corporation were $5.536 billion at October 31, 1996 compared with
$4.838  billion one year ago.  The increase resulted from  credit
acquisitions exceeding collections during 1996, partially  offset
by  retail  note  sales  during  the  same  period.   Net  credit
receivables  and  leases administered, which include  receivables
previously  securitized  and  sold,  totaled  $6.724  billion  at
October  31,  1996 compared with $6.021 billion  at  October  31,
1995.

Safe Harbor Statement

     Safe   Harbor   Statement  under  the   Private   Securities
Litigation  Reform  Act  of 1995: Statements  under  the  "Market
Conditions  and Outlook" heading that relate to future  operating
periods  are  subject to important risks and  uncertainties  that
could  cause actual results to differ materially.  The  company's
businesses include equipment operations (agricultural, industrial
and  commercial  and  consumer) and financial  services  (credit,
insurance and health care).  Forward-looking statements  relating
to  these businesses involve certain factors that are subject  to
change,  including:  the many interrelated  factors  that  affect
farmers'  confidence, including worldwide demand for agricultural
products, world grain stocks, commodities prices, weather, animal
diseases,  crop  pests, harvest yields, real  estate  values  and
government farm programs; general economic conditions and housing
starts;   legislation,   primarily   legislation   relating    to
agriculture, the environment, commerce and government spending on
infrastructure; actions of competitors in the various  industries
in which the company competes; production difficulties, including
capacity  and  supply constraints; labor relations; interest  and
currency  exchange rates; accounting standards; and  other  risks
and uncertainties. Further information concerning the company and
its   businesses,   including  factors  that  potentially   could
materially  affect the company's financial results, is  contained
in  the  company's  filings  with  the  Securities  and  Exchange
Commission.

                              # # #
         The attached data accompany this press release.
                                
                                
              Fourth Quarter and 1996 Press Release

Net sales and revenues:
(millions of dollars)
                         Three Months Ended   Twelve Months Ended
                             October 31           October 31
                                       %                     %
                        1996   1995  Change  1996    1995  Change
Net sales:
  Agricultural
    equipment           1,660  1,456  +14    6,097   5,277  +16
  Industrial equipment    465    463         1,919   1,875  + 2
  Commercial and
    consumer equipment    363    423  -14    1,624   1,678  - 3
      Total net sales   2,488  2,342  + 6    9,640   8,830  + 9
Financial Services
  revenues                387    335  +16    1,446   1,335  + 8
Other revenues             44     42  + 5      143     126  +13
    Total net sales
      and revenues      2,919  2,719  + 7   11,229  10,291  + 9

United States and Canada:
  Equipment net sales   1,836  1,780  + 3    6,886   6,648  + 4
  Financial Services
    revenues              387    335  +16    1,446   1,335  + 8
      Total             2,223  2,115  + 5    8,332   7,983  + 4

Overseas net sales        652    562  +16    2,754   2,182  +26
Other revenues             44     42  + 5      143     126  +13
    Total net sales
      and revenues      2,919  2,719  + 7   11,229  10,291  + 9

Operating profit*:
  Agricultural equipment  202    135  +50      821     643  +28
  Industrial equipment     34     36  - 6      186     198  - 6
  Commercial and consumer
    equipment               1     35  -97      118     165  -28
  Financial Services       74     63  +17      303     261  +16
    Total operating
      profit              311    269  +16    1,428   1,267  +13
Interest and corporate
  expenses - net          (23)   (38) -39     (131)   (163) -20
Income taxes             (114)   (80) +43     (480)   (398) +21
    Net income            174    151  +15      817     706  +16

Selected balance sheet data:
(millions of dollars)
                                     October 31     October 31
                                        1996           1995
Equipment Operations:
  Dealer accounts and notes
    receivable - net                    3,153          3,260
  Inventories                             829            721
Financial Services:
  Credit receivables and leases
    financed - net                      6,086          5,366
  Credit receivables and leases
    administered - net                  7,487          6,666
  Insurance companies' assets           1,068          1,127
  Health care companies' assets           236            237
Average shares outstanding        260,547,221    260,494,446

*    Operating profit is defined as income before interest
expense, foreign exchange gains and losses, income taxes and
certain corporate expenses, except for the operating profit of
Financial Services which includes the effect of interest expense.


                             - End -