SECURITIES AND EXCHANGE COMMISSION
            
                         Washington, D.C.  20549
                                _________
 
                                FORM 8-K
 
                             CURRENT REPORT
 
                 Pursuant to Section 13 or 15(d) of the
 
                     Securities Exchange Act of 1934
 
 
                   Date of Report:  February 28, 1996
                    (Date of earliest event reported)
 
 
                      D E E R E   &   C O M P A N Y
           (Exact name of registrant as specified in charter)
 
                                DELAWARE
             (State or other jurisdiction of incorporation)
 
                                 1-4121
                        (Commission File Number)
 
                               36-2382580
                    (IRS Employer Identification No.)
 
                             John Deere Road
                         Moline, Illinois  61265
          (Address of principal executive offices and zip code)
 
                              (309)765-8000
          (Registrant`s telephone number, including area code)
 
                 _______________________________________
     (Former name or former address, if changed since last
report.)
 
                           Page 1 of 2 pages.
                         There are no Exhibits.
 
 

Item 5. Other Events

The Deere & Company board of directors today declared the regular
quarterly dividend
of 20 cents per share, payable May 1, 1996 to shareholders of
record on March 31,
1996.

The board today also authorized the repurchase of up to $500
million of Deere &
Company Common Stock.  The Company currently has approximately
262.5 million
shares outstanding.

Deere & Company Chairman and Chief Executive Officer Hans W.
Becherer said,
"Today's action by the board to begin a stock repurchase program
recognizes Deere's
financial strength and the Company's record operating performance
for both the first
quarter and the last fiscal year.  It also reflects the board's
continued confidence that the
Company's future prospects are solid.  We believe this action is
appropriate and
provides excellent value to our shareholders."

At the Company's discretion, repurchases of Deere & Company
Common Stock will be
made from time to time in the open market and through privately
negotiated transactions.

On February 15, 1996, the Company reported record first quarter
worldwide net income
of $166.2 million or $.63 per share, for the quarter ended
January 31, 1996.

                                Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has
duly caused this report to be signed on its behalf by the
undersigned hereto duly
authorized.

                             DEERE & COMPANY

                              By /s/ Frank S. Cottrell
                                 Frank S. Cottrell, Secretary 
Dated:  February 28, 1996