As filed with the Securities and Exchange Commission on 1
March, 1995

Registration No. 33-       
                                                                  
                                                                 

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933


                                DEERE & COMPANY
             (Exact name of registrant as specified in its
charter)

Delaware                               36-2382580
State or other jurisdiction of    (I.R.S. employer identification
incorporation or organization)     no.)

John Deere Road, Moline, Illinois  61265
(Address of Principal Executive Offices)

JOHN DEERE EQUITY INCENTIVE PLAN
(Full title of the plan)

                                    
Frank S. Cottrell
Deere & Company
John Deere Road
Moline, Illinois 61265
309/765-4675
(Name and address and telephone number of agent for service)

             Calculation of Registration Fee

Title of securities
to be registered
Common Stock, $1 par value (3)

Amount to be registered(1)
1,000,000 Shares

Proposed maximum offering price
per share(1)
$75.8125

Proposed maximum aggregate offering price (1)
$75,812,500

Amount of registration fee(2)
$26,142.24

(1)  Calculated in accordance with rule 457(c) on the basis of
the average of high and low sales prices of the Common
Stock on February 27, 1995 on the New York Stock Exchange.
(2)  1/29th of 1% of the maximum aggregate offering price.
(3)  Pursuant to the registrant's Rights Agreement, as amended,
each share of Common Stock includes a right to purchase certain
shares of Preferred Stock which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately
from the Common Stock.

                                    
       PART II - INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Deere & Company (the
"Company") with
the Securities and Exchange Commission (the "Commission") (File
No. 1-4121) are
incorporated herein by reference:

          1.   The Company's annual report on Form 10-K for the
fiscal year ended
October 31, 1994, filed pursuant to the Securities Exchange Act
of 1934, as amended (the
"Exchange Act");

          2.   The Company's definitive proxy statement dated
January 13, 1995
filed in connection with its annual meeting held February 22,
1995;

          3.   The Company's current reports on Form 8-K dated
December 6, 1994
and February 21, 1995;

          4.   The description of the Company's common stock
included in the
Registration Statement on Form 8-B dated July 3, 1958, as amended
on Form 8 dated
February 17, 1981, including any amendment or report filed for
the purpose of updating
such description; and

          5.   The description of the Company's Preferred Stock
Purchase Rights
included in the Registration Statement on Form 8-A dated December
14, 1987.

          All documents subsequently filed by the Company
pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment
which indicates that all the shares of the Company's Common Stock
offered hereby have
been sold or which deregisters all the shares of the Company's
Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration
Statement and to be a part hereof from the date of filing of such
documents.

          Any statement contained in a document incorporated or
deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein
or in any other subsequently filed document which also is or is
deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or
superseded, to constitute a part of this Registration Statement. 


Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          The validity of the shares offered under the
Registration Statement is being
passed upon for the Company by Frank S. Cottrell, Vice President,
General Counsel and
Secretary of the Company.  Mr. Cottrell is an executive officer
and employee of the
Company and, as such, participates in various benefit plans of
the Company and may in
the future participate in the John Deere Equity Incentive Plan. 
By reason of such
participation, Mr. Cottrell owns, and holds options to purchase,
shares of Common Stock
of the Company.  

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of Delaware
authorizes the
Company to indemnify its directors and officers under specified
circumstances.  Article
SEVENTH of the restated certificate of incorporation of the
Company provides in effect
that the Company shall provide certain indemnification to such
persons.  Article NINTH
of the restated certificate of incorporation of the Company
eleminates the liability of a
director to the Company or its stockholders for monetary damages
for breaches of his
or her fiduciary duty, provided that such liability does not
arise from certain proscribed
conduct.

     The Company has contracts of indemnification with its
directors and officers
providing that they shall be indemnified to the fullest extent
permitted by law.  The
contracts also provide: (1) that, in the event of a change in
control, determinations
concerning indemnification shall thereafter be made by
independent counsel, instead of
the board of directors; (2) that, if indemnification is not
available, in whole or in part,
contribution shall be paid by the Company in a proportion based
upon the relative
benefits to, and relative fault of, the Company and the director
or officer in the action or
inaction, and other equitable considerations; and (3) that any
legal action, brought by or
on behalf of the Company against any director or officer party to
such contract, shall be
brought within the shorter of two years from the date of accrual
of such cause of action
or the applicable period of limitations for such cause of action.

     The directors and officers of the Company are insured, under
policies of insurance
maintained by the Company within the limits and subject to the
limitations of the policies,
against certain expenses in connection with the defense of
actions, suits or proceedings,
to which they are parties by reason of being or having been such
directors or officers.  

Item 7.   Exemptions from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.

     4.1  Restated Certificate of Incorporation of the Company
(incorporated by
          reference to Exhibit 3.1 to the registrant's quarterly
report on Form 10-Q for
          the period ended April 30, 1993).  

     4.2  By-Laws of the Company as Amended (incorporated by
reference to Exhibit
          3.3 to the registrant's annual report on Form 10-K for
the fiscal year ended
          October 31, 1994).

     4.3  Certificate of Designation, Preferences and Rights of
Series A Participating
          Preferred Stock, dated December 18, 1987 (incorporated
by reference to
          Exhibit 3.2 to the registrant's quarterly report on
Form 10-Q for the period
          ended April 30, 1993).

     4.4  John Deere Equity Incentive Plan (incorporated by
reference to Exhibit B to
          the registrant's definitive proxy statement dated
January 13, 1995 filed in
          connection with its annual meeting held February 22,
1995).

     4.5  Form of Equity Incentive Grant Certificate.

     4.6  Form of Equity Incentive Grant Letter Agreement.

     5    Opinion and consent of Frank S. Cottrell, Esq.

     23.1 Consent of Frank S. Cottrell, Esq. (included in Exhibit
5)

     23.2 Consent of Deloitte & Touche llp

Item 9.   Undertakings.

     (a)  Rule 415 Offering.

          The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a
               post-effective amendment to this registration
statement:

               (i)  To include any prospectus required by Section
10(a)(3) of the
                    Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
events arising after
                    the effective date of the registration
statement (or the most
                    recent post-effective amendment thereof)
which, individually
                    or in the aggregate, represent a fundamental
change in the
                    information set forth in the registration
statement;

               (iii)     To include any material information with
respect to the plan of
                         distribution not previously disclosed in
the registration
                         statement or any material change to such
information in the
                         registration statement;

               provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not 
          apply if the registration statement is on Form S-3 or
Form S-8, and the
          information required to be included in a post-effective
amendment by those
          paragraphs is contained in periodic reports filed with
or furnished to the
          Commission by the registrant pursuant to Section 13 or
15(d) of the
          Securities Exchange Act of 1934 that are incorporated
by reference in the
          registration statement.

          (2)  That, for the purpose of determining any liability
under the Securities
               Act of 1933, each such post-effective amendment
shall be deemed
               to be a new registration statement relating to the
securities offered
               therein, and the offering of such securities at
that time shall be
               deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a
post-effective amendment
               any of the securities being registered which
remain unsold at the
               termination of the offering.  

     (b)  Filings Incorporating Subsequent Exchange Act Documents
by Reference.

          The undersigned registrant hereby undertakes that, for
purposes of
          determining any liability under the Securities Act of
1933, each filing of the
          registrant's annual report pursuant to Section 13(a) or
15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
each filing of an
          employee benefit plan's annual report pursuant to
Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated
by reference in the
          registration statement shall be deemed to be a new
registration statement
          relating to the securities offered therein, and the
offering of such securities
          at that time shall be deemed to be the initial bona
fide offering thereof.  

     (c)  Undertaking Regarding Indemnification Provisions if
Filing of Registration
          Statement on Form S-8.

          Insofar as indemnification for liabilities arising
under the Securities Act of
          1933 may be permitted to directors, officers and
controlling persons of the
          registrant pursuant to the foregoing provisions, or
otherwise, the registrant
          has been advised that in the opinion of the Securities
and Exchange
          Commission such indemnification is against public
policy as expressed in
          the Act and is, therefore, unenforceable.  In the event
that a claim for
          indemnification against such liabilities (other than
the payment by the
          registrant of expenses incurred or paid by a director,
officer or controlling
          person of the registrant in the successful defense of
any action, suit or
          proceeding) is asserted by such director, officer or
controlling person in
          connection with the securities being registered, the
registrant will, unless in
          the opinion of its counsel the matter has been settled
by controlling
          precedent, submit to a court of appropriate
jurisdiction the question whether
          such indemnification by it is against public policy as
expressed in the Act
          and will be governed by the final adjudication of such
issue.  


                         SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on
Form S-8 and has duly caused this registration statement or
amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
County of Rock Island,
State of Illinois, on 1 March 1995.


                        DEERE & COMPANY               
                                   
                      By:/s/ Hans W. Becherer               
                         Hans W. Becherer    
                         Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this registration
statement or amendment has been signed by the following persons
in the capacities
and on the date indicated.

     Each person signing below hereby appoints Hans W. Becherer,
David H.
Stowe, Jr. and Frank S. Cottrell and each of them as his or her
attorney-in-fact to
execute and file such amendments to this registration statement,
and generally to do
all such things, as such attorney-in-fact may deem appropriate to
enable Deere &
Company to comply with the provisions of the Securities Act of
1933 and all
requirements of the Securities and Exchange Commission.

Signature                Title                         Date 

/s/Hans W. Becherer   Chairman, Director and
Hans W. Becherer   Chief Executive Officer
                   (principal executive officer)

/s/Pierre E. Leroy    Senior Vice President,
Pierre E. Leroy    Principal Financial Officer
                   and Principal Accounting
                   Officer

/s/John R. Block      Director
John R. Block

/s/Leonard A. Hadley  Director                  1 March 1995
Leonard A. Hadley

Signature                Title               


/s/Regina E. Herzlinger     Director                 
Regina E. Herzlinger

/s/Samuel C. Johnson        Director
Samuel C. Johnson

/s/Arthur L. Kelly          Director                 1 March 1995
Arthur L. Kelly

/s/A. Santamarina V.        Director
A. Santamarina V.

/s/William A. Schreyer      Director
William A. Schreyer

/s/David H. Stowe, Jr.      Director
David H. Stowe, Jr.

/s/J. R. Walter             Director
J. R. Walter

/s/Arnold R. Weber          Director
Arnold R. Weber

                             INDEX TO EXHIBITS




Exhibit
Number                                                       Page



4.1  Restated Certificate of Incorporation of the Company
(incorporated by
     reference to Exhibit 3.1 to the registrant's quarterly
report on Form 10-Q
     for the period ended April 30, 1993).  

4.2  By-Laws of the Company as Amended (incorporated by reference
to
     Exhibit 3.3 to the registrant's annual report on Form 10-K
for the fiscal
     year ended October 31, 1994).

4.3  Certificate of Designation, Preferences and Rights of Series
A
     Participating Preferred Stock, dated December 18, 1987
(incorporated by
     reference to Exhibit 3.2 to the registrant's quarterly
report on Form 10-Q
     for the period ended April 30, 1993).

4.4  John Deere Equity Incentive Plan (incorporated by reference
to Exhibit B
     to the registrant's definitive proxy statement dated January
13, 1995 filed
     in connection with its annual meeting held February 22,
1995).

4.5  Form of Equity Incentive Grant Certificate.            10

4.6  Form of Equity Incentive Grant Letter Agreement.       11

5    Opinion and consent of Frank S. Cottrell, Esq.         13

23.1 Consent of Frank S. Cottrell, Esq. 
(included in Exhibit 5)                                     13

23.2 Consent of Deloitte & Touche llp                       14


                                                     EXHIBIT 4.5


                              DEERE & COMPANY
                          Equity Incentive Grant
                             (NONTRANSFERABLE)


<>                                                  
Granted MM/DD/YR
<>, <>                           
<> Shares


Deere & Company (Company) makes the Incentive Grant (Grant) to
the above employee
(Participant) of the Company or a subsidiary, pursuant to the
John Deere Equity Incentive
Plan (Plan).  This Grant entitles the Participant to receive from
the Company shares of its
common stock, $1 par value (Shares), in the number set forth
above, or a portion thereof
as determined pursuant to the Plan, without payment to the
Company, at such time as
certain limitations established by the Board of Directors
Committee on Compensation
(Committee) shall lapse.  Except as otherwise provided in the
Plan (including but not
limited to the Committee's authority to determine the period
during which the Shares shall
remain subject to limitations and provisions relating to
termination of employment) and
depending upon Company achievement of predetermined performance
goals, all or a portion
of the Grant will be freed of limitations (Vested) at the end of
the performance period. 
The portion Vested, if any, will equal the product of the number
of shares not previously
Vested or forfeited and held for at least one performance period,
times the percentage of
the performance target achieved by the Company.  Any Shares not
Vested within eight (8)
years after the date of this Grant shall automatically be
forfeited.  Except as otherwise
provided in the Plan, from the time this Grant is made and during
the time the limitations
remain in force, such Participant shall receive payment for all
dividends declared by the
Company and shall have full voting rights as to the Shares.

The Plan as in effect on the date of this Grant, and as it may be
amended from time to
time, is incorporated in this Grant by reference along with the
Equity Incentive Grant Letter
Agreement (Agreement) signed by the Participant, and all rights
conferred by this Grant are
subject to the Plan and the Agreement.

Receipt of the Shares shall not be endorsed on this instrument,
and if the Committee at any
time accelerates the date of lapse of limitations with respect to
all or any part of the Shares
Granted, all subsequent rights to receive Shares shall be limited
to the number of Shares
not previously received, regardless of the original number of
Shares appearing on this
certificate.

                         Granted  in Rock Island County, Illinois
                         DEERE & COMPANY


                         By:______________________________        
                                      Authorized Officer



                                                  EXHIBIT 4.6



<>

<>
<>
<>

Dear <>:

I am pleased to advise you that, subject to shareholder approval
at the annual stockholders' meeting on February
22, 1995, you have been selected to receive an Equity Incentive
Grant (Grant) of <> shares of
Deere & Company Common Stock (Shares) pursuant to the John Deere
Equity Incentive Plan (Plan).  Since
immediate action is required on your part, I ask you to read this
letter carefully.  Please note that your signature
is required at the bottom of page two.

Participation in the Plan is currently limited to senior
executive officers of Deere & Company (Company) as
determined by the Board of Directors Committee on Compensation
(Committee).  The Shares are an element
of total executive compensation designed as a long-term incentive
to encourage ownership and focus thinking
on shareholder value.

Individual Grants are calculated on annual base compensation at
the date of Grant times a percentage guideline
based on salary grade divided by the stock price.  The result is
then multiplied by two, for the two years covered
by the Grant, to determine the number of shares received.  As a
sample calculation, if you are in salary grade
__ earning $_______ per year, your percentage guideline is __% or
$_______.  That figure is divided by the stock
price on Grant date, as an example $__, which equals _____
shares.  The _____ shares are multiplied by two,
which equals a grant of _____ shares.

Grants are subject to certain vesting requirements detailed
below.  Prior to vesting, the Shares will be held for
you by the Company.  Any Shares which do not vest within eight
(8) years after the date of Grant shall
automatically be forfeited.

In addition to the required shareholder approval, your Shares are
subject to the following provisions:

(1)    Limitation Period.  Except as provided in paragraph (4)
below and depending upon Company achievement
of predetermined performance goals, all or a portion of the Grant
will be freed of limitations (Vested) at the
end of the Performance Period.  The portion Vested, if any, will
equal the product of the number of shares not
previously Vested or forfeited and held for at least one
Performance Period, times the percentage of the
Performance Target achieved by the Company.  For purposes of the
current Grant, the initial Performance
Period begins November 1, 199_ and ends October 31, 199_.  The
Committee may, at its discretion, establish
additional Performance Periods for the Grant but under the
current Plan no Performance Period for the Grant
may end after October 31, ____.  The Performance Targets are as
previously established by the Committee and
are based on revenue growth compared to a market average and
relative return on assets.  When the limitations
lapse, you will receive the Vested Shares.

You may not sell, transfer, give, or hypothecate the Shares while
they are subject to the limitations.

(2)    Voting Rights.  You have full voting rights with respect
to the Shares held for you by the Company during
the limitation period.

(3)    Dividends and other Distributions.  You are entitled to
receive cash dividends on the Shares held for you
by the Company during the limitation period.  If any stock
dividends are declared, they will be held for you by
the Company subject to the same limitations regarding
transferability as the Shares upon which the stock
dividends were paid.


Page 2 of 2

(4)    Termination of Employment.

 (a)   If you terminate employment due to death, disability, or
normal retirement during the
 restriction period, the Shares would continue to be subject to
the limitations until and unless the
 performance goals are achieved or the Shares are forfeited as
described above.

 (b)   If your employment terminates due to early retirement, a
portion, as determined under the Plan,
 of each Grant then held by you would continue to be subject to
limitations until and unless the
 performance goals are achieved or the shares are forfeited.  The
remaining portions of your Grants would
 be forfeited by you.  However, in such an event, the Committee
may, at its discretion, waive such
 forfeiture for all or any portion of such Grants.

 (c)   If your employment terminates for any other reasons not
specifically mentioned herein, all
 Shares held for you at that time by the Company would
automatically be forfeited by you.  Nothing herein
 confers any right or obligation on you to continue in the employ
of the Company or any Subsidiary, nor
 shall this document affect in any way your right or the right of
the Company or any Subsidiary, as the case
 may be, to terminate your employment at any time.

(5)    Conformity with Plan.  Your Grant is intended to conform
in all respects with the Plan.  Inconsistencies
between this letter and the Plan shall be resolved in accordance
with the terms of the Plan.  By executing and
returning the enclosed copy of this letter, you agree to be bound
by all the terms of the Plan and restrictions
contained in this letter.  All definitions stated in the Plan
shall be fully applicable to this letter.

(6)    Tax Consequences.  Attached is a Bulletin and Election
Statement covering the current federal tax rules
applicable to Grant Shares.  As these rules are subject to
change, you should consult your tax advisor prior to
making any decisions with respect to the Shares.  The Bulletin
describes the election to have shares withheld to
satisfy tax withholding obligations upon vesting.  The Bulletin
also describes two options you have regarding tax
treatment of the Shares:

 (a)   on the date the limitations lapse, an amount equal to the
number of Vested Shares times the
 fair market value on the Vesting date will be taxed to you as
ordinary income; or

 (b)   you may choose to make a Section 83(b) election to
recognize the income in the year the shares
 are granted.  This would allow you to recognize any future
appreciation from the date of Grant as capital
 gain income when you dispose of the Shares.  However, note that
capital gains are currently taxed at
 ordinary income rates, thus this election may not be
appropriate.  In addition, should you later forfeit any
 Shares for any reason, taxes paid as a result of the Section 83
election cannot be recouped.

This Agreement shall be binding upon and inure to the benefit of
any successor or successors of the Company. 
Please execute this letter in the space provided to confirm your
understanding and acceptance of this letter
agreement.  You may make a photocopy for your records if you
wish.  After this original letter is signed and
returned in the enclosed envelope, your certificate and a copy of
your current Grant Share history will be sent
by return mail.

                      DEERE & COMPANY

                      By:_____________________________________
                      Michael S. Plunkett, Senior Vice President

The undersigned hereby acknowledges having read the Plan and this
letter, and hereby agrees to be bound by
all the provisions set forth in the Plan and this letter.


                      ________________________________________
                           <>
Enclosure:  Election Statement
       Tax Letter



                                               EXHIBIT 5
DEERE & COMPANY
JOHN DEERE ROAD
MOLINE, ILLINOIS 61265


FRANK S. COTTRELL
Vice President, 
General Counsel and Secretary




1 March 1995


Deere & Company 
John Deere Road
Moline, Illinois  61265

Dear Sirs:

      1,000,000 Shares of Deere & Company Common Stock, $1 Par
Value

In connection with the proposed issuance of a maximum of
1,000,000 shares of Deere &
Company (Company) common stock (shares), $1 par value, which have
been or may be
granted under the John Deere Equity Incentive Plan (plan), I have
examined originals, or
copies certified or otherwise identified to my satisfaction, of
the plan, form of equity
incentive grant certificate and letter agreement to be issued
pursuant to the plan, and such
other documents, corporate and other records, certificates and
papers as I deemed necessary
to examine for the purpose of this opinion.

Based upon such examination, it is my opinion as General Counsel
to the Company that:

     1. The Company is a corporation duly incorporated and
validly existing in good
     standing under the laws of the state of Delaware.

     2. Such of the 1,000,000 shares as may be issued in
accordance with the plan will
     upon such issuance be legally issued, fully paid and
non-assessable shares of Deere
     & Company common stock, $1 par value.

I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement
(Registration Statement) of the plan on Form S-8, and further
consent to the use of my
name wherever appearing in the Registration Statement.

Sincerely,



/s/ Frank S. Cottrell
Frank S. Cottrell


FSC/mm

                                                                  
        

                                                  EXHIBIT 23.2

DELOITTE &
     TOUCHE LLP

   Two Prudential Plaza            Telephone: (312) 946-3000
   180 North Stetson Avenue        Facsimile:  (312) 946-2600
   Chicago, Illinois   60601-6779









INDEPENDENT AUDITORS' CONSENT




We consent to the incorporation by reference in this Registration
Statement of the John
Deere Equity Incentive Plan on Form S-8 of our report dated
December 7, 1994, appearing
in the Annual Report on Form 10-K of Deere & Company for the year
ended October 31,
1994.









/s/  Deloitte & Touche llp

DELOITTE & TOUCHE LLP

March 1, 1995