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:  May 18, 1999
              (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.)

                    One John Deere Place
                   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.)



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

         (c)  Exhibits

              (4) Amended and restated credit agreement among the registrant, 
                  John Deere Capital Corporation, various financial 
                  institutions and The Chase Manhattan Bank, Bank of America 
                  National Trust and Savings Association, Deutsche Bank AG New 
                  York Branch, The Toronto-Dominion Bank, as Managing Agents 
                  dated as of February 23, 1999

             (99) Press release and additional information


Page 2


                           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:  May 18, 1999

Page 3




                         Exhibit Index



                                                    Sequential
Number and Description of Exhibit                   Page Number


(4)   Amended and restated credit agreement            Pg. 5
      among the registrant, John Deere Capital
      Corporation, various financial 
      institutions and The Chase Manhattan Bank,
      Bank of America National Trust and Savings
      Association, Deutsche Bank AG New York 
      Branch, The Toronto-Dominion Bank, as 
      Managing Agents dated as of 
      February 23, 1999

(99)  Press release and additional information         Pg. 140


Page 4