Registration No.   
          
          
   


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                         Post-Effective Amendment No. 1
                                       To

                                    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 no.)
        incorporation or organization)


                     John Deere Road, Moline, Illinois  61265
                    (Address of principal executive offices)

       1981 JOHN DEERE INCENTIVE STOCK OPTION 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)

      Removal from registration of shares unissued after plan termination.

 



REMOVAL FROM REGISTRATION OF SHARES UNISSUED AFTER PLAN
TERMINATION


Registrant by this Post-Effective Amendment No. 1 to its Registration Statement
on Form
S-8 (Registration No. 2-77915) (the "Registration Statement") removes from
registration
under
the Securities Act of 1933, as amended, 3,380,211 shares of its Common Stock, $1
par value
(the
"Stock").  
The Registrant originally registered 2,500,000 shares of Stock under the
Registration
Statement which was first effective June 28, 1982.  
Pursuant to the terms of the 1981
Plan, the
number of shares reserved under the 1981 Plan was adjusted proportionately 
for a three-for-one
stock split effective November 17, 1995.  The 3,380,211 shares remain 
unissued after
the
termination of the 1981 Plan.




                                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 15 May 1996.


                    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 and Michael S.
Plunkett
and each of them as his or her attorney-in-fact to execute and file such
amendments to this
registration statement as such attorney-in-fact may deem appropriate.


Signature                Title                         Date


/s/  Hans W. Becherer     Director, Chairman and        15 May 1996
Hans W. Becherer         Chief Executive Officer
                         (principal executive officer)

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

/s/  Leonard A. Hadley    Director
Leonard A. Hadley

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

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

/s/  Arthur L. Kelly      Director
Arthur L. Kelly

/s/  Robert W. Lane       Senior Vice President,
Robert W. Lane            (principal financial officer
                          and principal accounting
                          officer)

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

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

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

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

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