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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
