EXHIBIT 8.2
                                LANE & WATERMAN



                                 June 17, 1996



John Deere Receivables, Inc.
First Interstate Bank Building
One East First Street
Reno, NV 89501

John Deere Capital Corporation
First Interstate Bank Building
One East First Street
Reno, NV 89501

          RE:  REGISTRATION STATEMENT ON FORM S-3
               TO REGISTER ASSET BACKED NOTES AND ASSET
               BACKED CERTIFICATES
               (REGISTRATION NO. 33-99294)
                                                 
Ladies and Gentlemen:

    We have acted as special Iowa tax counsel for John Deere Receivables, Inc.,
a Nevada Corporation (the "Company"), in connection with the above-captioned
Registration Statement (such registration statement together with the exhibits
and any amendments thereto, the "Registration Statement"), filed by the Company
with the Securities and Exchange Commission in connection with the registration
by the Company of the Asset Backed Notes (the "Notes") and Asset Backed
Certificates (the "Certificates") with an aggregate principal amount of
$2,000,000,000.  As described in the Registration Statement, the Notes and the
Certificates will be issued from time to time in series, with each series being
issued by a Delaware business trust (each, a "Trust") to be formed by the
Company pursuant to a Trust Agreement (each a "Trust Agreement") between the
Company and a Trustee.  For each series, the Notes will be issued pursuant to an
Indenture between the related Trust and an


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Indenture Trustee and a Sale and Servicing Agreement among the related Trust,
the Company and John Deere Capital Corporation, as Servicer (each, a "Sale and
Servicing Agreement"), and the Certificates will be issued pursuant to a Trust
Agreement and such Sale and Servicing Agreement. Capitalized terms not otherwise
defined herein are used as defined in the form of Sale and Servicing Agreement
filed as an exhibit to the Registration Statement.

    In that connection, we are generally familiar with the proceedings required
to be taken in connection with the proposed authorization, issuance and sale of
any series of Notes and Certificates and we have examined copies of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate for the purposes of this opinion, including the Registration
Statement and, in each case as filed as an exhibit to the Registration
Statement, the form of Sale and Servicing Agreement, the form of Indenture
(including the forms of Notes included as exhibits thereto), the form of Trust
Agreement (including the form of Certificate included as an exhibit thereto and
including the form of Certificate of Trust to be filed with the Delaware
Secretary of State) and the form of Purchase Agreement between the Company and
John Deere Capital Corporation (collectively, the "Operative Documents").

    As to any facts material to the opinions expressed herein, we have relied
solely upon the factual matters contained in the representations and statements
made in the Operative Documents and we have not independently established or
verified their accuracy.  We have assumed authenticity of all documents
submitted to us and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.

    Based on the foregoing and assuming that the Operative Documents with
respect to each series are executed and delivered in substantially the form we
have examined and that the transactions contemplated to occur under the
Operative Documents in fact occur in accordance with the terms thereof, we
hereby confirm that, if we are acting as Iowa tax counsel with respect to an
issuance of Notes and Certificates, the statements set forth in the Prospectus
Supplement forming part of the Registration Statement under the caption "CERTAIN
STATE TAX CONSIDERATIONS" accurately reflect our opinion.
                                 
    We know that we are referred to under the headings "CERTAIN STATE TAX
CONSIDERATIONS" and "LEGAL OPINIONS" in the Prospectus Supplement and the
heading "LEGAL OPINIONS" in the


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Prospectus and we hereby consent to the use of our name therein and to the use
of this opinion for filing with the Registration Statement as an Exhibit
thereto.

                                        Very truly yours,

                                        LANE & WATERMAN