UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2008

Commission file no: 1-6458

JOHN DEERE CAPITAL CORPORATION

Delaware	36-2386361
(State of Incorporation)	(IRS Employer Identification No.)

1 East First Street, Suite 600

Reno, Nevada 89501

(Address of principal executive offices)

Telephone Number: (775) 786-5527

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer
Non-accelerated filer	X	Smaller reporting company
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

At July 31, 2008, 2,500 shares of common stock, without par value, of the registrant were outstanding, all of which were owned by John Deere Credit Company, a wholly-owned subsidiary of Deere & Company.

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with certain reduced disclosures as permitted by those instructions.

Index to Exhibits: Page 21

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

John Deere Capital Corporation and Subsidiaries

Statements of Consolidated Income and Retained Earnings

(Unaudited)

(in millions)

	Three Months Ended						Nine Months Ended
	July 31,						July 31,
	2008			2007			2008			2007
Revenues
Finance income earned on retail notes	$	209.1		$	213.4		$	646.9		$	619.9
Lease revenues	82.3			81.2			246.7			235.8
Revolving charge account income	59.3			59.5			162.4			160.0
Finance income earned on wholesale receivables	73.7			96.4			232.0			274.5
Operating loan income	4.8			5.2			18.5			21.3
Income on receivables sold	1.3			4.9			5.6			19.3
Crop insurance commissions	39.3			24.2			95.3			48.2
Other income	13.8			21.5			59.9			61.0
Total revenues	483.6			506.3			1,467.3			1,440.0

Expenses
Interest expense	193.9			226.1			622.5			643.1
Operating expenses:
Administrative and operating expenses	103.0			83.4			266.0			225.1
Provision for credit losses	16.1			11.6			46.8			36.5
Fees paid to John Deere	9.1			8.5			27.4			25.5
Depreciation of equipment on operating leases	53.1			53.4			160.9			157.4
Total operating expenses	181.3			156.9			501.1			444.5
Total expenses	375.2			383.0			1,123.6			1,087.6
Income of consolidated group before income taxes	108.4			123.3			343.7			352.4
Provision for income taxes	38.5			44.4			119.8			124.3
Income of consolidated group	69.9			78.9			223.9			228.1
Equity in income of unconsolidated affiliates	.2			.1			.7			.3
Net income	70.1			79.0			224.6			228.4
Dividends paid	(40.0		)	(120.0		)	(465.1		)	(430.0		)
Retained earnings at beginning of period	795.0			1,140.3			1,065.6			1,300.9
Retained earnings at end of period	$	825.1		$	1,099.3		$	825.1		$	1,099.3

See Condensed Notes to Interim Financial Statements.

John Deere Capital Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in millions)

	July 31,			October 31,			July 31,
	2008			2007			2007
Assets
Cash and cash equivalents	$	495.6		$	190.8		$	201.8
Receivables:
Retail notes	9,886.6			9,810.3			8,864.5
Restricted securitized retail notes	1,857.0			2,150.4			2,401.3
Revolving charge accounts	1,776.0			1,553.3			1,548.7
Operating loans	385.9			286.5			242.9
Wholesale receivables	4,051.6			3,521.3			4,164.6
Financing leases	452.4			430.3			412.4
Total receivables	18,409.5			17,752.1			17,634.4
Allowance for credit losses	(106.0		)	(99.2		)	(97.8		)
Total receivables – net	18,303.5			17,652.9			17,536.6
Other receivables	31.8			35.8			81.5
Equipment on operating leases – net	985.9			995.2			936.0
Notes receivable from John Deere	667.0			586.5			483.2
Investment in unconsolidated affiliates	6.3			5.2			5.0
Other assets	447.8			295.1			279.2
Total Assets	$	20,937.9		$	19,761.5		$	19,523.3

Liabilities and Stockholder’s Equity
Short-term borrowings:
Commercial paper	$	2,674.9		$	2,679.2		$	3,078.8
Other notes payable	1,893.0			2,199.0			2,432.2
John Deere	162.0			127.8			101.5
Current maturities of long-term borrowings	3,586.3			3,835.9			3,399.7
Total short-term borrowings	8,316.2			8,841.9			9,012.2
Accounts payable and accrued expenses	533.5			455.6			485.9
Deposits withheld from dealers and merchants	171.3			174.4			168.4
Deferred income taxes	60.9			59.0			86.2
Long-term borrowings	10,150.7			8,276.1			7,796.1
Total liabilities	19,232.6			17,807.0			17,548.8
Commitments and contingencies (Note 4)
Stockholder’s equity:
Common stock, without par value (issued and outstanding – 2,500 shares owned by John Deere Credit Company)	812.8			812.8			812.8
Retained earnings	825.1			1,087.1			1,099.3
Accumulated other comprehensive income:
Cumulative translation adjustment	79.8			61.7			52.0
Unrealized gain on investments				1.2			4.4
Unrealized gain (loss) on derivatives	(12.4		)	(8.3		)	6.0
Total accumulated other comprehensive income	67.4			54.6			62.4
Total stockholder’s equity	1,705.3			1,954.5			1,974.5
Total Liabilities and Stockholder’s Equity	$	20,937.9		$	19,761.5		$	19,523.3

See Condensed Notes to Interim Financial Statements.

John Deere Capital Corporation and Subsidiaries

Statements of Consolidated Cash Flows

For the Nine Months Ended July 31, 2008 and 2007

(Unaudited)

(in millions)

	2008			2007
Cash Flows from Operating Activities:
Net income	$	224.6		$	228.4
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	46.8			36.5
Provision for depreciation and amortization	167.2			162.5
Provision (credit) for deferred income taxes	15.3			(19.8		)
Undistributed earnings of unconsolidated affiliates	(.7		)	(.3		)
Change in accounts payable and accrued expenses	13.6			48.8
Change in accrued income taxes payable/receivable	17.6			23.4
Other	(39.4		)	(70.4		)
Net cash provided by operating activities	445.0			409.1

Cash Flows from Investing Activities:
Cost of receivables acquired	(23,814.9		)	(21,504.8		)
Collections of receivables	23,178.3			20,732.6
Cost of equipment on operating leases acquired	(358.0		)	(371.7		)
Proceeds from sales of equipment on operating leases	215.3			152.5
Cost of notes receivable with John Deere	(244.8		)	(311.8		)
Collection of notes receivable with John Deere	164.3			67.2
Proceeds from sales of receivables	101.6			154.3
Change in restricted cash	(6.7		)	83.8
Other	(22.1		)	32.5
Net cash used for investing activities	(787.0		)	(965.4		)

Cash Flows from Financing Activities:
Increase (decrease) in commercial paper - net	(74.3		)	720.2
Increase (decrease) in other notes payable - net	(307.2		)	224.9
Increase (decrease) in payable with John Deere - net	34.2			(76.7		)
Proceeds from issuance of long-term borrowings	4,053.8			1,842.6
Payments of long-term borrowings	(2,587.5		)	(1,638.6		)
Dividends paid	(465.1		)	(430.0		)
Other	(16.2		)	(7.9		)
Net cash provided by financing activities	637.7			634.5

Effect of exchange rate changes on cash and cash equivalents	9.1			4.4
Net increase in cash and cash equivalents	304.8			82.6
Cash and cash equivalents at beginning of period	190.8			119.2
Cash and cash equivalents at end of period	$	495.6		$	201.8

See Condensed Notes to Interim Financial Statements.

John Deere Capital Corporation and Subsidiaries

Condensed Notes to Interim Financial Statements

(Unaudited)

(1)		The consolidated financial statements of John Deere Capital Corporation (Capital Corporation) and its subsidiaries (collectively called the Company) have been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations and cash flows at the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with the financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the year.

		The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

(2)		The Company provides and administers financing for retail purchases of new equipment manufactured by Deere & Company’s agricultural equipment, commercial and consumer equipment and construction and forestry divisions and used equipment taken in trade for this equipment. The Company generally purchases retail installment sales and loan contracts (retail notes) from Deere & Company and its wholly-owned subsidiaries (collectively called John Deere). John Deere generally acquires these retail notes through John Deere retail dealers. The Company also purchases and finances a limited amount of non-Deere retail notes and continues to service a small portfolio of recreational products and other retail notes. In addition, the Company leases John Deere equipment and a limited amount of non-Deere equipment to retail customers (financing and operating leases). The Company also finances and services revolving charge accounts, in most cases acquired from and offered through merchants in the agricultural, commercial and consumer and construction and forestry markets (revolving charge accounts). Further, the Company finances and services operating loans, in most cases offered through and acquired from farm input providers, through direct relationships with agricultural producers or through agribusinesses (operating loans). The Company also provides wholesale financing for inventories of John Deere agricultural, commercial and consumer and construction and forestry equipment owned by dealers of those products (wholesale receivables). The Company also offers credit enhanced international export financing to select customers and dealers which generally involves John Deere products and offers certain crop risk mitigation products in the U.S. In addition, the Company invests in wind energy generation by making loans to certain affiliated companies that have directly invested in wind energy projects. Retail notes, revolving charge accounts, operating loans, financing leases and wholesale receivables are collectively called “Receivables.” Receivables and operating leases are collectively called “Receivables and Leases.”

(3)

Comprehensive income, which includes all changes in the Company’s equity during the period except transactions with the stockholder, was as follows (in millions of dollars):

	Three Months Ended					Nine Months Ended
	July 31,					July 31,
	2008		2007			2008			2007

Net income	$	70.1	$	79.0		$	224.6		$	228.4

Other comprehensive income (loss), net of tax:
Change in cumulative translation adjustment	2.2		6.2			18.1			23.9
Unrealized gain (loss) on investments			1.1			(1.2		)	.9
Unrealized gain (loss) on derivatives	12.2		(2.2		)	(4.1		)	(2.4		)
Total comprehensive income	$	84.5	$	84.1		$	237.4		$	250.8

(4)		Commitments and contingencies:

		At July 31, 2008, John Deere Credit Inc., the John Deere finance subsidiary in Canada, had $400 million of commercial paper and $1,452 million of medium-term notes outstanding that were guaranteed by the Company.

		At July 31, 2008, the Company had $198 million of guarantees issued to turbine manufacturers for John Deere Renewables, LLC wind turbine purchases. John Deere Renewables, LLC is an affiliated company that has commitments to purchase wind turbines related to its direct investments in wind energy projects. At July 31, 2008, the maximum remaining term of these purchase commitments was approximately two years.

		The Company’s subsidiary, John Deere Risk Protection, Inc., offers crop insurance products through a managing general agency agreement (Agreement) with an insurance company (Insurance Carrier) rated “Excellent” by A.M. Best Company. As a managing general agent, John Deere Risk Protection, Inc. will receive commissions from the Insurance Carrier for selling crop insurance to producers. The Company has guaranteed certain obligations under the Agreement, including the obligation to pay the Insurance Carrier for any uncollected premiums. At July 31, 2008, the maximum exposure for uncollected premiums was approximately $156 million. Substantially all of the Company’s crop insurance risk under the Agreement has been mitigated by a syndicate of private reinsurance companies. These reinsurance companies are rated “Excellent” or higher by A.M. Best Company. In the event of a widespread catastrophic crop failure throughout the U.S. and the default of these highly rated private reinsurance companies on their reinsurance obligations, the Company would be required to reimburse the Insurance Carrier for exposures under the Agreement of approximately $715 million at July 31, 2008. The Company believes that the likelihood of the occurrence of events that give rise to the exposures under this Agreement is substantially remote and as a result, at July 31, 2008, the Company’s accrued liability under the Agreement was not material.

		The Company has commitments to extend credit to customers and John Deere dealers through lines of credit and other pre-approved credit arrangements. The Company applies the same credit policies and approval process for these commitments to extend credit as it does for its Receivables. Collateral is not required for these commitments, but if credit is extended, collateral may be required upon funding. The amount of unused commitments to extend credit to John Deere dealers was $3.1 billion at July 31, 2008. The amount of unused commitments to extend credit to customers was $35.0 billion at July 31, 2008. A significant portion of these commitments is not expected to be fully drawn upon; therefore, the total commitment amounts likely do not represent a future cash requirement. The Company generally has the right to unconditionally cancel, alter or amend the terms of these commitments at any time. Over 95 percent of these unused commitments to extend credit to customers relate to revolving charge accounts.

		At July 31, 2008, the Company had restricted other assets of $9 million. See Note 5 for additional restricted assets associated with borrowings related to securitizations.

		The Company also had other miscellaneous contingent liabilities totaling approximately $19 million at July 31, 2008, for which it believes the probability for payment is substantially remote. The accrued liability for these contingencies was not material at July 31, 2008.

(5)		Securitization of receivables:

		The Company, as a part of its overall funding strategy, periodically transfers certain receivables (retail notes) into special purpose entities (SPEs) as part of its asset-backed securities programs (securitizations). The structure of these transactions is such that the transfer of the retail notes did not meet the criteria of sales in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, and are, therefore, accounted for as secured borrowings. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. For bankruptcy analysis purposes, the Capital Corporation has sold the receivables to the SPEs in a true sale and the SPEs are separate legal entities. Use of the assets held by the SPEs is restricted by terms of the documents governing the securitization transaction. Further information related to the secured borrowings is provided below.

		In securitizations of retail notes related to secured borrowings, the retail notes are transferred to certain SPEs which in turn issue debt to investors. The resulting secured borrowings are included in short-term borrowings on the balance sheet as shown in the following table. The securitized retail notes are recorded as “Restricted securitized retail notes” on the balance sheet. The total restricted assets on the balance sheet related to these securitizations include the restricted securitized retail notes less an allowance for credit losses, and other assets primarily representing restricted cash as shown in the following table. The SPEs supporting the secured borrowings to which the retail notes are transferred are consolidated unless the Company is not the primary beneficiary or the SPE is a qualified special purpose entity as defined in FASB Statement No. 140.

		The components of consolidated restricted assets related to secured borrowings in securitization transactions were as follows (in millions of dollars):

	July 31, 2008			October 31, 2007			July 31, 2007
Restricted securitized retail notes	$	1,857.0		$	2,150.4		$	2,401.3
Allowance for credit losses	(12.5		)	(11.3		)	(13.9		)
Other assets	53.6			44.0			43.7
Total restricted securitized assets	$	1,898.1		$	2,183.1		$	2,431.1

The components of consolidated secured borrowings and other liabilities related to securitizations were as follows (in millions of dollars):

	July 31, 2008		October 31, 2007		July 31, 2007
Other notes payable	$	1,875.2	$	2,191.6	$	2,423.8
Accounts payable and accrued expenses	2.7		4.4		4.6
Total liabilities related to restricted securitized assets	$	1,877.9	$	2,196.0	$	2,428.4

		The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets do not need to be placed into a segregated collection account until immediately prior to the time payment is required to the secured creditors. Under FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an SPE was consolidated that included assets (restricted retail notes) of $1,462 million, $1,494 million and $1,662 million at July 31, 2008, October 31, 2007 and July 31, 2007, respectively. These restricted retail notes are included in the restricted securitized retail notes related to securitizations shown in the table above. At July 31, 2008, the maximum remaining term of all restricted receivables was approximately six years.

(6)		New accounting standard adopted in the first quarter of 2008 was as follows:

		The Company adopted FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, at the beginning of the first fiscal quarter of 2008. This Interpretation clarifies that the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than 50 percent probability of being realized upon settlement. As a result of adoption, the Company recorded an increase in its liability for unrecognized tax benefits of $23.7 million, an increase in accrued interest and penalties payable of $10.1 million, an increase in deferred tax liabilities of $.9 million, a reduction in the beginning retained earnings balance of $21.5 million, an increase in tax receivables of $1.9 million and an increase in deferred tax assets of $11.3 million.

		After adoption at the beginning of the first quarter, the Company had a total liability for unrecognized tax benefits of $23.7 million. Approximately $11.4 million of this balance would affect the effective tax rate if the tax benefits were recognized. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. These items would not affect the effective tax rate due to offsetting changes to the receivables or deferred taxes. The liability for unrecognized tax benefits at July 31, 2008 was $28.0 million, of which approximately $10.1 million would affect the effective tax rate if the tax benefits were recognized. The Company does not have any tax positions for which it expects that the liability for unrecognized tax benefits would change significantly within the next 12 months.

		The Company’s continuing policy is to recognize interest related to uncertain tax positions in interest expense and interest income, and recognize penalties in administrative and operating expenses. After adoption at the beginning of the first quarter of 2008, the liability for accrued interest and penalties totaled $10.1 million, which has not changed materially during the first nine months of 2008.

		The Company files its tax returns according to the tax laws of the jurisdictions in which it operates, which includes the U.S. federal jurisdiction, and various state and foreign jurisdictions. The Company is included in the consolidated U.S. income tax return and various state returns of Deere & Company. The U.S. Internal Revenue Service has completed its examination of Deere & Company’s federal income tax returns for periods prior to 2001, and for the years 2002, 2003 and 2004. The year 2001, and 2005 through 2007 federal income tax returns are either currently under examination or remain subject to examination. Various state and foreign income tax returns also remain subject to examination by taxing authorities.

		New accounting standards to be adopted are as follows:

		In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations, and Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. Statement No. 160 requires that a noncontrolling interest in a subsidiary be reported as equity in the consolidated financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the consolidated statement of income. The effective date for both Statements is the beginning of fiscal year 2010. The Company has currently not determined the potential effects of adoption on the consolidated financial statements.

		In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value and expands disclosures about fair value measurements. These methods will apply to other accounting standards, which use fair value measurements and may change the application of certain measurements used in current practice. The effective date is the beginning of fiscal year 2009 for financial assets and liabilities. For nonfinancial assets and liabilities, the effective date is the beginning of fiscal year 2010, except items that are recognized or disclosed on a recurring basis (at least annually). The adoptions are not expected to have a material effect on the Company’s consolidated financial statements.

		In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to measure most financial instruments at fair value. It may be applied on a contract by contract basis and is irrevocable once applied to those contracts. The standard may be applied at the time of adoption for existing eligible items, or at initial recognition of eligible items. After election of this option, changes in fair value are reported in earnings. The items measured at fair value must be shown separately on the balance sheet. The effective date is the beginning of fiscal year 2009. The cumulative effect of adoption would be reported as an adjustment to beginning retained earnings. The adoption is not expected to have a material effect on the Company’s consolidated financial statements.

		In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. This Statement significantly increases the disclosure requirements for derivative instruments. The new requirements include the location and fair value amounts of all derivatives by category reported in the consolidated balance sheet; the location and amount of gains or losses of all derivatives and designated hedged items by category reported in the consolidated income statement or in other comprehensive income in the consolidated balance sheet; and measures of volume such as notional amounts. For derivatives designated as hedges, the gains or losses must be divided into the effective portions and the ineffective portions. The Statement also requires the disclosure of group concentrations of credit risk by counterparties, including the maximum amount of loss due to credit risk and policies concerning collateral and master netting arrangements. Most disclosures are required on an interim and annual basis. The effective date is the second quarter of fiscal year 2009. The adoption will not have a material effect on the Company’s consolidated financial statements.

		In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources for generally accepted accounting principles (GAAP) in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption will not have a material effect on the Company’s consolidated financial statements.

(7)		The Company is a participating employer in certain Deere & Company sponsored defined benefit pension plans for employees in the U.S. and certain defined benefit pension plans outside the U.S. These pension plans provide for benefits that are based primarily on years of service and employee compensation. Pension expense is actuarially determined based on the Company’s employees included in the plan. The Company’s pension expense amounted to $3.7 million in the first nine months of 2008. The accumulated benefit obligation and plan net assets for the employees of the Company are not determined separately from Deere & Company. The Company generally provides defined benefit health care and life insurance plans for retired employees in the U.S. as a participating employer in Deere & Company’s sponsored plans. Health care and life insurance benefits expense is actuarially determined based on the Company’s employees included in the plans and amounted to $3.1 million during the first nine months of 2008. Further disclosure for these plans is included in Deere & Company’s Form 10-Q for the quarter ended July 31, 2008.

Revenues totaled $483.6 million for the third quarter and $1,467.3 million for the first nine months of 2008, compared to $506.3 million and $1,440.0 million, respectively, last year. The year-to-date increase was primarily due to increased crop insurance income and a 5 percent increase in the average balance of Receivables and Leases financed, partially offset by lower income on receivables sold. Finance income earned on retail notes totaled $646.9 million for the first nine months of 2008, up $27.0 million compared to $619.9 million for the same period in 2007. This increase was primarily due to an 8 percent increase in the average retail note portfolio balances. Lease revenues totaled $246.7 million in the first nine months of 2008, compared to $235.8 million in the first nine months of 2007. This increase was primarily due to a 5 percent increase in the average amount of leases. Revenues earned on revolving charge accounts amounted to $162.4 million in the first nine months of 2008, compared to $160.0 million during the same period last year. This increase was primarily due to an increase in the average balance of revolving charge accounts, partially offset by lower financing rates in the first nine months of 2008, compared with the same period last year. Finance income earned on wholesale receivables totaled $232.0 million for the first nine months of 2008, compared to $274.5 million for the same period in 2007. The decrease was primarily due to lower financing rates and a 4 percent decrease in the average balance of wholesale receivables. Operating loan income amounted to $18.5 million in the first nine months of 2008, compared to $21.3 million in the first nine months of 2007. The decrease was primarily due to lower financing rates. Revenues earned from John Deere totaled $133.7 million for the third quarter and $409.4 million in the first nine months of 2008, compared to $148.4 million and $410.3 million for the same periods last year.

Income on receivables sold totaled $1.3 million for the third quarter and $5.6 million for the first nine months of 2008, compared to $4.9 million and $19.3 million for the same periods in 2007. In the second quarter of 2008, the Company exercised a cleanup call to repurchase the remaining securitization transaction that met the criteria of sales in accordance with FASB Statement No. 140. Income on receivables sold relates to Receivables sold to other financial institutions or limited-purpose business trusts and primarily includes the interest earned on interests that continue to be held by the Company, reimbursed administrative expenses received and the net gain on Receivables sold, including adjustments to prior sales related to cleanup calls and revaluations of interests that continue to be held and the related permanent impairments.

Crop insurance commissions totaled $39.3 million for the third quarter and $95.3 million for the first nine months of 2008, compared to $24.2 million and $48.2 million for the same periods in 2007. The increase was due to increased crop insurance sales to producers as a result of expanded market coverage and increased commodity prices causing higher insurance premiums.

Interest expense totaled $193.9 million for the third quarter and $622.5 million for the first nine months of 2008, compared to $226.1 million and $643.1 million for the same periods in 2007. The decreases were due to lower borrowing rates, partially offset by higher average borrowings.

Administrative and operating expenses were $103.0 million in the third quarter and $266.0 million for the first nine months of 2008, compared with $83.4 million and $225.1 million for the same periods in 2007. The increases were primarily due to higher costs in support of the Company’s growth initiatives and higher employment costs associated with administering a larger Receivable and Lease portfolio.

During the third quarter and first nine months of 2008, the provision for credit losses totaled $16.1 million and $46.8 million, respectively, compared with $11.6 million and $36.5 million in the same periods in 2007. For the first nine months of 2008, the Company has experienced higher write-offs of construction and forestry equipment retail notes and revolving charge accounts. Total net write-offs of Receivables financed were $12.2 million and $40.7 million for the third quarter and first nine months of 2008, compared with $9.4 million and $32.5 million in the same periods in 2007. The annualized provision for credit losses, as a percentage of the average balance of total Receivables financed, was ..36 percent for the third quarter and .36 percent for the first nine months of 2008, compared with .27 percent and .29 percent for the same periods in 2007. See the Company’s most recently filed annual report on Form 10-K for further information regarding the Company’s allowance for credit losses policies.

Depreciation of equipment on operating leases was $53.1 million in the third quarter and $160.9 million for the first nine months of 2008, compared to $53.4 million and $157.4 million for the same periods in 2007. The year-to-date increase was primarily the result of higher average amounts of equipment on operating leases.

The Company’s ratio of earnings to fixed charges was 1.56 to 1 for the third quarter of 2008, compared with 1.54 to 1 for the third quarter of 2007. The ratio of earnings to fixed charges was 1.55 to 1 for the first nine months of 2008 and 2007. “Earnings” consist of income before income taxes, the cumulative effect of changes in accounting and fixed charges. “Fixed charges” consist of interest on indebtedness, amortization of debt discount and expense, interest related to uncertain tax positions, an estimated amount of rental expense under capitalized leases that is deemed to be representative of the interest factor and rental expense under operating leases.

Receivable and Lease acquisition volumes were as follows (in millions of dollars):

	Three Months
	Ended July 31,
	2008		2007		$ Change			% Change
Retail notes:
Agricultural equipment	$	1,286.9	$	1,044.1	$	242.8		23	%
Construction and forestry equipment	256.0		341.3		(85.3		)	(25	)
Commercial and consumer equipment	153.6		176.6		(23.0		)	(13	)
Total retail notes	1,696.5		1,562.0		134.5			9
Revolving charge accounts	1,304.7		1,089.4		215.3			20
Operating loans	426.4		256.2		170.2			66
Wholesale receivables	4,794.8		4,764.8		30.0			1
Financing leases	80.4		61.1		19.3			32
Equipment on operating leases	137.2		149.8		(12.6		)	(8	)
Total Receivables and Leases	$	8,440.0	$	7,883.3	$	556.7		7	%

	Nine Months
	Ended July 31,
	2008		2007		$ Change			% Change
Retail notes:
Agricultural equipment	$	3,609.9	$	2,993.3	$	616.6		21	%
Construction and forestry equipment	688.5		1,045.2		(356.7		)	(34	)
Commercial and consumer equipment	319.5		401.0		(81.5		)	(20	)
Total retail notes	4,617.9		4,439.5		178.4			4
Revolving charge accounts	3,192.3		2,676.4		515.9			19
Operating loans	1,655.3		1,063.6		591.7			56
Wholesale receivables	14,155.4		13,168.2		987.2			7
Financing leases	194.0		157.1		36.9			23
Equipment on operating leases	358.0		371.7		(13.7		)	(4	)
Total Receivables and Leases	$	24,172.9	$	21,876.5	$	2,296.4		10	%

Retail note volumes for agricultural equipment increased in the third quarter and first nine months of 2008, when compared to last year, primarily due to increases in retail sales of John Deere agricultural equipment. Retail note volumes for construction and forestry equipment and commercial and consumer equipment decreased in the third quarter and first nine months of 2008, when compared to last year, primarily due to decreases in retail sales of John Deere construction and forestry equipment and John Deere commercial and consumer equipment. Revolving charge account volumes increased in the third quarter and first nine months of 2008, when compared to last year, primarily as a result of increased market coverage. Operating loan volumes increased during the third quarter and first nine months of 2008, when compared to last year, primarily due to increased borrowings by farm input providers as a result of higher commodity prices. Wholesale receivable volumes increased during the third quarter and first nine months of 2008, when compared to last year, primarily due to increased shipments of John Deere equipment as a result of increased retail sales activity in the agricultural markets.

Total Receivables and Leases held were as follows (in millions of dollars):

	July 31,		October 31,		July 31,
	2008		2007		2007
Retail notes:
Agricultural equipment	$	8,734.1	$	8,535.8	$	7,793.1
Construction and forestry equipment	2,076.7		2,409.1		2,442.2
Commercial and consumer equipment	923.0		1,003.5		1,017.1
Recreational products	9.8		12.3		13.4
Total retail notes	11,743.6		11,960.7		11,265.8
Revolving charge accounts	1,776.0		1,553.3		1,548.7
Operating loans	385.9		286.5		242.9
Wholesale receivables	4,051.6		3,521.3		4,164.6
Financing leases	452.4		430.3		412.4
Equipment on operating leases	985.9		995.2		936.0
Total Receivables and Leases	$	19,395.4	$	18,747.3	$	18,570.4

Receivables and Leases administered by the Company were as follows (in millions of dollars):

	July 31,		October 31,		July 31,
	2008		2007		2007
Receivables and Leases administered:
Owned by the Company	$	17,538.4	$	16,596.9	$	16,169.1
Owned by the Company – restricted due to securitization securitization	1,857.0		2,150.4		2,401.3
Total Receivables and Leases owned by the Company	19,395.4		18,747.3		18,570.4
Administered – with limited recourse*	120.7		177.9		488.8
Administered – without recourse**	43.8		44.6		25.0
Total Receivables and Leases administered	$	19,559.9	$	18,969.8	$	19,084.2

	*	The Company’s maximum exposure under all Receivable and Lease recourse provisions at July 31, 2008, October 31, 2007 and July 31, 2007 was $8 million, $25 million and $73 million, respectively. The Company does not record the recourse obligations as liabilities as they are contingent liabilities that are remote at this time. However, the probable loss on receivables that have been sold was accrued at the time of sale, and any subsequent necessary adjustments are made as part of ongoing reviews.

	**	Represents Receivables and Leases that the Company has sold but continues to administer for a fee.

Total Receivable amounts 60 days or more past due in the table below represent the amount of all customer payments past due 60 days or more, by product, and as a percent of the respective receivables. They were as follows (in millions of dollars):

	July 31,				October 31,				July 31,
	2008				2007				2007
	Dollars		Percent		Dollars		Percent		Dollars		Percent
Retail notes:
Agricultural equipment	$	14.2	.16	%	$	14.4	.17	%	$	13.8	.18	%
Construction and forestry equipment	9.0		.43		6.9		.29		6.6		.27
Commercial and consumer equipment	2.1		.23		1.5		.15		1.6		.16
Recreational products
Total retail notes	25.3		.22		22.8		.19		22.0		.20
Revolving charge accounts*	18.4		1.04		15.3		.98		18.8		1.21
Operating loans
Wholesale receivables	.5		.01		.9		.03		1.9		.05
Financing leases	5.7		1.26		4.7		1.09		4.1		.99
Total Receivables	$	49.9	.27	%	$	43.7	.25	%	$	46.8	.27	%

Due to the nature of revolving charge accounts, the customer payments past due 60 days or more also represent the total balance.

The balance of retail notes held (principal plus accrued interest) with any installment 60 days or more past due represents the total retail note balance for a customer who has any portion of their note 60 days or more past due. These amounts were $192 million, $170 million and $174 million at July 31, 2008, October 31, 2007 and July 31, 2007, respectively. The balances of retail notes held on which any installment was 60 days or more past due as a percentage of the ending retail notes receivable was 1.64 percent, 1.42 percent and 1.54 percent at July 31, 2008, October 31, 2007 and July 31, 2007, respectively.

Total non-performing Receivables, which represent loans the Company has ceased accruing interest for, by product, and as a percent of the respective receivables were as follows (in millions of dollars):

	July 31,				October 31,				July 31,
	2008				2007				2007
	Dollars		Percent		Dollars		Percent		Dollars		Percent
Retail notes:
Agricultural equipment	$	19.4	.22	%	$	21.6	.25	%	$	20.3	.26	%
Construction and forestry equipment	15.9		.77		2.2		.09		2.5		.10
Commercial and consumer equipment	4.3		.47		1.8		.18		1.8		.18
Recreational products	.1		1.02		.1		.81		.1		.75
Total retail notes	39.7		.34		25.7		.21		24.7		.22
Revolving charge accounts	3.3		.19		1.2		.08		1.0		.06
Operating loans	27.1		7.02		3.5		1.22		11.3		4.65
Wholesale receivables	.2				4.5		.13		.9		.02
Financing leases	13.6		3.01		13.3		3.09		10.7		2.59
Total Receivables	$	83.9	.46	%	$	48.2	.27	%	$	48.6	.28	%

The increase in the balance of non-performing construction and forestry equipment retail notes at July 31, 2008 was primarily due to the continued weak U.S. construction market. The increase in non-performing operating loans at July 31, 2008 was due to a payment default on an operating loan to a commercial and consumer equipment customer. A loan-loss provision was recorded for the estimated uncollectible amount.

Total Receivable write-off amounts, net of recoveries, by product, and as an annualized percentage of average balances held during the period, were as follows (in millions of dollars):

	Three Months Ended					Three Months Ended
	July 31,					July 31,
	2008					2007
	Dollars			Percent		Dollars			Percent
Retail notes:
Agricultural equipment	$	.5		.02	%	$	.1		.01	%
Construction and forestry equipment	3.8			.72		2.5			.41
Commercial and consumer equipment	.2			.09
Recreational products	.1			3.94		.1			2.86
Total retail notes	4.6			.16		2.7			.10
Revolving charge accounts	7.5			1.80		5.5			1.49
Operating loans	(.4		)	(.38	)	(.2		)	(.30	)
Wholesale receivables	.3			.03		.7			.07
Financing leases	.2			.18		.7			.69
Total Receivables	$	12.2		.27	%	$	9.4		.22	%

	Nine Months Ended					Nine Months Ended
	July 31,					July 31,
	2008					2007
	Dollars			Percent		Dollars			Percent
Retail notes:
Agricultural equipment	$	1.3		.02	%	$	(.6	)	(.01	)%
Construction and forestry equipment	17.0			1.03		11.7			.65
Commercial and consumer equipment	1.1			.16		.5			.07
Recreational products	.3			3.73		.4			3.50
Total retail notes	19.7			.23		12.0			.15
Revolving charge accounts	20.1			1.85		18.3			1.85
Operating loans	(.7		)	(.22	)	(.4		)	(.15	)
Wholesale receivables	.3			.01		.7			.02
Financing leases	1.3			.41		1.9			.64
Total Receivables	$	40.7		.31	%	$	32.5		.26	%

Deposits withheld from dealers and merchants, representing mainly the aggregate dealer retail note and lease withholding accounts from individual John Deere dealers to which losses from retail notes and leases originating from the respective dealers can be charged, amounted to $171 million at July 31, 2008 compared with $174 million at October 31, 2007 and $168 million at July 31, 2007.

The Company’s allowance for credit losses on all Receivables financed totaled $106 million at July 31, 2008, $99 million at October 31, 2007 and $98 million at July 31, 2007. The allowance for credit losses represented ..58 percent of the total Receivables financed at July 31, 2008, .56 percent at October 31, 2007 and .55 percent at July 31, 2007. The level of the allowance is based on many quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk quality. The Company believes its allowance is sufficient to provide for losses in its existing receivable portfolio.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements herein that relate to future operating periods are subject to important risks and uncertainties that could cause actual results to differ materially. Actions by the U.S. Federal Reserve Board and other central banks may affect the costs and expenses of financing the Company and the rates it is able to offer. The Company’s business is affected by general economic conditions in and the political instability of the global markets in which the Company operates because deteriorating economic conditions and political instability can result in higher loan losses and greater currency risk. The Company’s business is also affected by actions of banks, financing and leasing companies and other lenders that compete with the Company for customers; capital market disruptions; significant changes in capital market liquidity and associated funding costs; and the sub-prime credit market crisis. In addition, the Company’s business is closely related to John Deere’s business. Further information, including factors that potentially could materially affect the Company’s and John Deere’s financial results, is included in the most recent Deere & Company Form 10-K (including the factors discussed in Item 1A) and other Deere & Company and Capital Corporation filings with the Securities and Exchange Commission.

Critical Accounting Policies

See the Company’s critical accounting policies discussed in the Management’s Discussion and Analysis of the most recent annual report filed on Form 10-K. There have been no material changes to these policies.

Capital Resources and Liquidity

For additional information on the Company’s dependence on and relationships with Deere & Company, see the Company’s most recently filed annual report on Form 10-K.

During the first nine months of 2008, the aggregate net cash provided by operating and financing activities was used primarily to increase Receivables and Leases. Net cash provided by operating activities was $445 million in the first nine months of 2008. Net cash provided by financing activities totaled $638 million in the first nine months of 2008, resulting primarily from a net increase in total external borrowings, partially offset by dividends paid to John Deere Credit Company, which in turn paid comparable dividends to Deere & Company. Net cash used for investing activities totaled $787 million in the first nine months of 2008, primarily due to the cost of Receivables and Leases acquired exceeding collections and the cost of notes receivables with John Deere exceeding collections. Cash and cash equivalents increased $305 million during the first nine months of 2008.

During the first nine months of 2007, the aggregate net cash provided by operating and financing activities was used primarily to increase Receivables and Leases. Net cash provided by operating activities was $409 million in the first nine months of 2007. Net cash provided by financing activities totaled $635 million in the first nine months of 2007, resulting primarily from a net increase in external borrowings, partially offset by dividends paid to John Deere Credit Company, which in turn paid comparable dividends to Deere & Company. Net cash used for investing activities totaled $965 million in the first nine months of 2007, primarily due to the cost of Receivables and Leases acquired exceeding collections and the cost of notes receivables with John Deere exceeding collections. Cash and cash equivalents increased $83 million during the first nine months of 2007.

The financing of retail purchases and leases of John Deere products and of wholesale receivables owed by John Deere dealers represented approximately 80 percent and 85 percent of the Company’s acquisition volume for the nine months ended July 31, 2008 and 2007, respectively. Any extended reduction or suspension of John Deere’s sale or production of products due to a decline in demand or production, governmental actions or other events could have an adverse effect on the Company’s acquisition volume of Receivables and Leases.

The Company relies on its ability to raise substantial amounts of funds to finance its Receivable and Lease portfolios. Because of the multiple funding sources that have been and continue to be available, the Company expects to have sufficient sources of liquidity to meet its ongoing funding needs. The Company’s ability to meet its debt obligations is supported in a number of ways. The assets of the Company are self-liquidating in nature. A solid equity position is available to absorb unusual losses on these assets and all commercial paper is backed by unsecured, committed borrowing lines from various banks. Liquidity is also provided by the Company’s ability to securitize these assets and through the issuance of term debt. Additionally, liquidity may also be provided through loans from John Deere.

During the first nine months of 2008, the Company issued $4,050 million of medium-term notes, obtained $644 million of secured borrowings, maintained an average commercial paper balance of $2,756 million and received proceeds of $102 million from sales of Receivables. At July 31, 2008, the Company’s funding profile included $2,675 million of commercial paper, $1,875 million of notes payable related to on-balance sheet securitization funding, $162 million of intercompany loans from Deere & Company, $13,737 million of unsecured term debt, and $1,705 million of equity capital. The Company’s funding profile may be altered to reflect such factors as relative costs of funding sources, assets available for securitizations and capital market accessibility.

The Company’s commercial paper outstanding at July 31, 2008, October 31, 2007 and July 31, 2007 was approximately $2,675 million, $2,679 million and $3,079 million, respectively, while the total cash and cash equivalents position was approximately $496 million, $191 million and $202 million, respectively.

The Company issued $4,054 million and retired $2,588 million of long-term borrowings during the first nine months of 2008. The issuances were primarily medium-term notes. The retirements included $850 million of 3.90% notes due 2008 and the remainder consisted primarily of medium-term notes.

Total interest-bearing indebtedness amounted to $18,467 million at July 31, 2008, compared with $17,118 million at October 31, 2007, and $16,808 million at July 31, 2007. Included in this debt are secured borrowings of $1,875 million, $2,192 million and $2,424 million for the same periods (see Note 5). Total external borrowings increased during the first nine months of 2008 and increased in the past 12 months, generally corresponding with the level of the Receivable and Lease portfolio, the level of cash and cash equivalents and the change in payable to John Deere. Total short-term indebtedness amounted to $8,316 million at July 31, 2008, which included $1,875 million of secured borrowings, compared with $8,842 million at October 31, 2007, which included $2,192 million of secured borrowings and $9,012 million at July 31, 2007, which included $2,424 million of secured borrowings, while total long-term indebtedness amounted to $10,151 million, $8,276 million and $7,796 million at these dates, respectively. The ratio of total interest-bearing debt, including securitization indebtedness, to stockholder’s equity was 10.8 to 1 at July 31, 2008, compared with 8.8 to 1 at October 31, 2007 and 8.5 to 1 at July 31, 2007.

Stockholder’s equity was $1,705 million at July 31, 2008, compared with $1,955 million at October 31, 2007 and $1,975 million at July 31, 2007. The decrease in the first nine months of 2008 resulted primarily from dividend payments of $465 million and a reduction of retained earnings of $22 million resulting from the adoption of FIN No. 48, Accounting for Uncertainty in Income Taxes, which were partially offset by net income of $225 million.

Lines of Credit

The Company also has access to bank lines of credit with various banks throughout the world. Some of the lines are available to both the Company and Deere & Company. Worldwide lines of credit totaled $4,518 million at July 31, 2008, $1,150 million of which was unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and the current portion of long-term borrowings, of the Company and Deere & Company were considered to constitute utilization. Included in the total credit lines at July 31, 2008 was the long-term credit facility agreement of $3,750 million, expiring in February 2012. The credit agreement requires the Company to maintain its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and its ratio of senior debt, excluding securitization indebtedness, to capital base (total subordinated debt and stockholder’s equity excluding accumulated other comprehensive income (loss)) at not more than 11 to 1 at the end of any fiscal quarter. All of these requirements of the credit agreement have been met during the periods included in the consolidated financial statements.

Debt Ratings

The Company’s ability to obtain funding is affected by its debt ratings, which are closely related to the outlook for and the financial condition of John Deere, and the nature and availability of support facilities, such as its lines of credit and the support agreement from Deere & Company.

To access public debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings to the Company’s securities as an indicator of credit quality for fixed income investors. A credit rating agency may change or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets.

The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Company securities by the rating agencies engaged by the Company are the same as those for John Deere. Those ratings are as follows:

	Senior Long-Term	Short-Term	Outlook
Moody’s Investors Service, Inc.	A2	Prime-1	Stable
Standard & Poor’s	A	A-1	Stable

The Company paid in 2007 and in 2008 relatively large dividends, thus increasing its use of borrowed capital. Based on discussion with the rating agencies, the Company expects that this increased use of debt capital will not have an adverse impact on its credit ratings.

Contractual Obligations

The following is an update to the Contractual Obligations table in Management’s Discussion and Analysis for the Company’s most recent annual report on Form 10-K. The Company adopted FIN No. 48, Accounting for Uncertainty in Income Taxes, at the beginning of fiscal year 2008 (see Note 6). The resulting liability for unrecognized tax benefits totaled $28.0 million at July 31, 2008. The timing of future payments related to this liability is not reasonably estimable at this time.

Dividend and Other Events

The Capital Corporation declared and paid cash dividends to John Deere Credit Company of $465 million in the first nine months of fiscal 2008. John Deere Credit Company paid comparable dividends to Deere & Company.

In August 2008, the Company issued $350 million of floating rate medium-term notes due in 2010 and entered into interest rate swaps related to these notes, which swapped the floating rate to a fixed rate of 3.80%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

See the Company’s most recent annual report filed on Form 10-K (Item 7A). There has been no material change in this information.

Item 4. Controls and Procedures.

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“the Act”)) were effective as of July 31, 2008, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Act. During the third quarter, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.

	The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to state and federal laws and regulations concerning retail credit. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes these unresolved legal actions will not have a material effect on its consolidated financial statements.

Item 1A.	Risk Factors.

	See the Company’s most recently filed annual report on Form 10-K (Item 1A). There has been no material change in this information.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

	Omitted pursuant to instruction H.

Item 3.	Defaults Upon Senior Securities.

	Omitted pursuant to instruction H.

Item 4.	Submission of Matters to a Vote of Security Holders.

	Omitted pursuant to instruction H.

Item 5.	Other Information.

	None.

Item 6.	Exhibits.

	See the index to exhibits immediately preceding the exhibits filed with this report.

	Certain instruments relating to long-term debt, constituting less than 10% of the registrant’s total assets, are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the Commission.

		JOHN DEERE CAPITAL CORPORATION


Date:	September 2, 2008	By:	/s/ M. J. Mack, Jr.
			M. J. Mack, Jr. Senior Vice President, Principal Financial Officer

Exhibit

3.1		Certificate of Incorporation, as amended (Exhibit 3.1 to Form 10-K of the registrant for the year ended October 31, 1999, Securities and Exchange Commission file number 1-6458*)

3.2		Bylaws, as amended (Exhibit 3.2 to Form 10-K of the registrant for the year ended October 31, 1999, Securities and Exchange Commission file number 1-6458*)

12		Computation of Ratio of Earnings to Fixed Charges

31.1		Rule 13a-14(a)/15d-14(a) Certification

31.2		Rule 13a-14(a)/15d-14(a) Certification

32		Section 1350 Certifications

99		Part I of Deere & Company Form 10-Q for the quarter ended July 31, 2008 (Securities and Exchange Commission file number 1-4121*)

	Nine Months Ended July 31,				For the Years Ended October 31,
	2008		2007		2007		2006		2005		2004		2003
Earnings:
Income before income taxes and changes in accounting	$	343.7	$	352.4	$	479.6	$	442.7	$	424.8	$	410.6	$	427.9
Fixed charges	626.0		646.0		882.0		732.2		480.1		334.5		367.2
Total earnings	$	969.7	$	998.4	$	1,361.6	$	1,174.9	$	904.9	$	745.1	$	795.1

Fixed charges:
Interest expense	$	622.5	$	643.1	$	877.9	$	726.9	$	473.2	$	327.4	$	360.1
Rent expense	3.5		2.9		4.1		5.3		6.9		7.1		7.1
Total fixed charges	$	626.0	$	646.0	$	882.0	$	732.2	$	480.1	$	334.5	$	367.2

Ratio of earnings to fixed charges*	1.55		1.55		1.54		1.60		1.88		2.23		2.17

Exhibit 31.1

CERTIFICATIONS

I, R. W. Lane, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of John Deere Capital Corporation;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

		a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

		a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

		b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	September 2, 2008			By:	/s/ R. W. Lane
					R. W. Lane
					Principal Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, M. J. Mack, Jr., certify that:

1.		I have reviewed this quarterly report on Form 10-Q of John Deere Capital Corporation;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

		a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

		a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

		b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	September 2, 2008			By:	/s/ M. J. Mack, Jr.
					M. J. Mack, Jr.
					Principal Financial Officer

EXHIBIT 32

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350 AS REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of John Deere Capital Corporation (the “Company”) on Form 10-Q for the period ending July 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of our knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 2, 2008	/s/ R. W. Lane	Chairman and Principal Executive Officer
	R. W. Lane


September 2, 2008	/s/ M. J. Mack, Jr.	Senior Vice President and Principal Financial Officer
	M. J. Mack, Jr.