DEERE & CO
10-Q, 1998-09-02
FARM MACHINERY & EQUIPMENT
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                  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, 1998


               --------------------------

               Commission file no: 1-4121

               --------------------------

                     DEERE & COMPANY


        Delaware                  36-2382580            
 (State of incorporation)  (IRS employer identification no.)

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

         Telephone Number:  (309) 765-8000
            ----------------------------

    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  x        No     

    At July 31, 1998, 238,510,863 shares of common stock, $1 par 
value, of the registrant were outstanding.

- -----------------------------------------------------------------
                     Page 1 of 32 Pages.
                 Index to Exhibits:  Page 28

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY                               CONSOLIDATED
STATEMENT OF CONSOLIDATED INCOME          (Deere & Company and
                                       Consolidated Subsidiaries)
Millions of dollars except per
  share amounts                                Three Months Ended
(Unaudited)                                         July 31
                                                1998      1997
Net Sales and Revenues
Net sales of equipment                        $3,218.3  $2,992.6
Finance and interest income                      263.2     224.5
Insurance and health care premiums               171.9     166.6
Investment income                                 15.9      16.8
Other income                                      24.1      29.8
    Total                                      3,693.4   3,430.3

Costs and Expenses
Cost of goods sold                             2,485.1   2,311.5
Research and development expenses                110.7      99.5
Selling, administrative and general
  expenses                                       324.7     335.3
Interest expense                                 138.4     111.0
Insurance and health care claims
  and benefits                                   143.9     155.6
Other operating expenses                          53.6      17.8
    Total                                      3,256.4   3,030.7

Income of Consolidated Group
  Before Income Taxes                            437.0     399.6
Provision for income taxes                       154.8     151.4
Income of Consolidated Group                     282.2     248.2
Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
    Credit                                          .1       (.3)
    Insurance
    Health care                                     .1
    Other                                          8.4       4.8
      Total                                        8.6       4.5

Net Income                                    $  290.8  $  252.7


Per Share:
  Net income                                  $    1.20 $   1.00
  Net income - diluted                        $    1.19 $    .99

See Notes to Interim Financial Statements.  Supplemental 
consolidating data are shown for the "Equipment Operations" and 
"Financial Services".  Transactions between the "Equipment 
Operations" and "Financial Services" have been eliminated to 
arrive at the "Consolidated" data.

Page 2

<PAGE>

               PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY                           EQUIPMENT OPERATIONS
STATEMENT OF CONSOLIDATED INCOME          (Deere & Company with
                                        Financial Services on the
                                              Equity Basis)
Millions of dollars except per
  share amounts                                Three Months Ended
(Unaudited)                                         July 31
                                                1998      1997
Net Sales and Revenues
Net sales of equipment                        $3,218.3  $2,992.6
Finance and interest income                       33.4      26.7
Insurance and health care premiums
Investment income
Other income                                       9.6      12.7
    Total                                      3,261.3   3,032.0

Costs and Expenses
Cost of goods sold                             2,490.3   2,317.4
Research and development expenses                110.7      99.5
Selling, administrative and general
  expenses                                       235.6     236.8
Interest expense                                  37.6      20.4
Insurance and health care claims
  and benefits
Other operating expenses                          20.0       (.3)
    Total                                      2,894.2   2,673.8

Income of Consolidated Group
  Before Income Taxes                            367.1     358.2
Provision for income taxes                       131.6     137.1
Income of Consolidated Group                     235.5     221.1
Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
    Credit                                        43.1      41.6
    Insurance                                      2.0       6.6
    Health care                                    1.8     (21.4)
    Other                                          8.4       4.8
      Total                                       55.3      31.6

Net Income                                    $  290.8  $  252.7

Page 3

<PAGE>

                PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY                                FINANCIAL SERVICES
STATEMENT OF CONSOLIDATED INCOME

Millions of dollars except per
  share amounts                                Three Months Ended
(Unaudited)                                         July 31
                                                  1998    1997
Net Sales and Revenues
Net sales of equipment
Finance and interest income                      $233.6  $199.3
Insurance and health care premiums                179.1   174.7
Investment income                                  15.9    16.8
Other income                                       15.1    18.0
    Total                                         443.7   408.8

Costs and Expenses
Cost of goods sold
Research and development expenses
Selling, administrative and general
  expenses                                         90.0    99.7
Interest expense                                  104.6    92.1
Insurance and health care claims
  and benefits                                    145.6   157.4
Other operating expenses                           33.7    18.1
    Total                                         373.9   367.3

Income of Consolidated Group
  Before Income Taxes                              69.8    41.5
Provision for income taxes                         23.1    14.4
Income of Consolidated Group                       46.7    27.1
Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
    Credit                                           .1     (.3)
    Insurance
    Health care                                      .1
    Other
      Total                                          .2     (.3)

Net Income                                       $ 46.9  $ 26.8

Page 4

<PAGE>

                PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY                               CONSOLIDATED
STATEMENT OF CONSOLIDATED INCOME          (Deere & Company and
                                       Consolidated Subsidiaries)
Millions of dollars except per
  share amounts                                Nine Months Ended
(Unaudited)                                         July 31
                                                1998      1997
Net Sales and Revenues
Net sales of equipment                       $ 9,232.9  $8,102.8
Finance and interest income                      735.6     622.7
Insurance and health care premiums               515.6     499.8
Investment income                                 49.4      48.6
Other income                                      75.6      73.4
    Total                                     10,609.1   9,347.3

Costs and Expenses
Cost of goods sold                             7,088.8   6,160.5
Research and development expenses                319.5     292.5
Selling, administrative and general
  expenses                                       948.4     932.8
Interest expense                                 382.3     309.5
Insurance and health care claims
  and benefits                                   421.5     407.1
Other operating expenses                         123.3      52.2
    Total                                      9,283.8   8,154.6

Income of Consolidated Group
  Before Income Taxes                          1,325.3   1,192.7
Provision for income taxes                       477.8     446.3
Income of Consolidated Group                     847.5     746.4
Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
    Credit                                          .1      (1.1)
    Insurance
    Health care                                     .1
    Other                                         11.6       3.5
      Total                                       11.8       2.4

Net Income                                    $  859.3  $  748.8


Per Share:
  Net income                                  $   3.49  $   2.94
  Net income - diluted                        $   3.45  $   2.91

See Notes to Interim Financial Statements.  Supplemental 
consolidating data are shown for the "Equipment Operations" and 
"Financial Services".  Transactions between the "Equipment 
Operations" and "Financial Services" have been eliminated to 
arrive at the "Consolidated" data.

Page 5

<PAGE>

                PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY                           EQUIPMENT OPERATIONS
STATEMENT OF CONSOLIDATED INCOME          (Deere & Company with
                                        Financial Services on the
                                              Equity Basis)
Millions of dollars except per
  share amounts                                Nine Months Ended
(Unaudited)                                         July 31
                                                1998      1997
Net Sales and Revenues
Net sales of equipment                        $9,232.9  $8,102.8
Finance and interest income                       96.2      81.2
Insurance and health care premiums
Investment income
Other income                                      29.8      33.2
    Total                                      9,358.9   8,217.2

Costs and Expenses
Cost of goods sold                             7,103.2   6,175.1
Research and development expenses                319.5     292.5
Selling, administrative and general
  expenses                                       673.3     662.4
Interest expense                                  93.0      62.4
Insurance and health care claims
  and benefits
Other operating expenses                          35.3       3.7
    Total                                      8,224.3   7,196.1

Income of Consolidated Group
  Before Income Taxes                          1,134.6   1,021.1
Provision for income taxes                       411.0     386.0
Income of Consolidated Group                     723.6     635.1
Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
    Credit                                       111.2     106.1
    Insurance                                     11.8      23.7
    Health care                                    1.1     (19.6)
    Other                                         11.6       3.5
      Total                                      135.7     113.7

Net Income                                    $  859.3  $  748.8

Page 6

<PAGE>

                  PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY                                FINANCIAL SERVICES
STATEMENT OF CONSOLIDATED INCOME

Millions of dollars except per
  share amounts                                Nine Months Ended
(Unaudited)                                         July 31
                                                  1998    1997
Net Sales and Revenues
Net sales of equipment
Finance and interest income                  $  649.2  $  545.1
Insurance and health care premiums              536.5     523.9
Investment income                                49.4      48.6
Other income                                     48.6      43.1
    Total                                    $1,283.7  $1,160.7

Costs and Expenses
Cost of goods sold
Research and development expenses
Selling, administrative and general
  expenses                                      279.8     278.1
Interest expense                                299.1     250.7
Insurance and health care claims
  and benefits                                  426.2     411.8
Other operating expenses                         87.9      48.5
    Total                                     1,093.0     989.1

Income of Consolidated Group
  Before Income Taxes                           190.7     171.6
Provision for income taxes                       66.8      60.3
Income of Consolidated Group                    123.9     111.3
Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
    Credit                                         .1      (1.1)
    Insurance
    Health care                                    .1  
    Other
      Total                                        .2      (1.1)

Net Income                                   $  124.1  $  110.2

Page 7

<PAGE>

DEERE & COMPANY                            CONSOLIDATED
CONDENSED CONSOLIDATED BALANCE SHEET  (Deere & Company and
                                    Consolidated Subsidiaries)
                                  Jul 31     Oct 31     Jul 31
Millions of dollars (Unaudited)    1998       1997       1997   

Assets
Cash and short-term investments $   331.1  $   330.0  $   250.1
Cash deposited with
  unconsolidated subsidiaries
  Cash and cash equivalents         331.1      330.0      250.1
Marketable securities               868.0      819.6      868.1
Receivables from unconsolidated
  subsidiaries and affiliates        39.9       14.6       10.7
Trade accounts and notes
  receivable - net                4,209.3    3,333.8    3,512.7
Financing receivables - net       6,985.6    6,404.7    6,431.0
Other receivables                   397.4      412.7      438.0
Equipment on operating
  leases - net                    1,123.4      774.6      630.4
Inventories                       1,337.3    1,072.7    1,170.8
Property and equipment - net      1,566.6    1,524.1    1,365.8
Investments in unconsolidated
  subsidiaries and affiliates       163.9      149.9      138.5
Intangible assets - net             191.3      157.8      292.4
Prepaid pension costs               689.1      592.9           
Deferred income taxes               534.2      543.6      643.3
Other assets and
  deferred charges                  188.8      188.8      198.3
    Total                       $18,625.9  $16,319.8  $15,950.1

Liabilities and Stockholders' Equity
Short-term borrowings           $ 6,569.4  $ 3,774.6  $ 3,796.6
Payables to unconsolidated
  subsidiaries and affiliates        49.4       48.7       44.3
Accounts payable and 
  accrued expenses                2,705.0    2,839.7    2,619.0
Insurance and health care
  claims and reserves               403.6      414.7      413.7
Accrued taxes                       109.5      117.5      140.9
Deferred income taxes                20.3       21.4       10.3
Long-term borrowings              2,287.0    2,622.8    2,905.5
Retirement benefit accruals
  and other liabilities           2,318.2    2,333.2    2,175.9
    Total liabilities            14,462.4   12,172.6   12,106.2

Common stock, $1 par value
  (issued shares at
  Jul 31, 1998 - 263,851,041      1,778.5    1,778.5    1,760.7
Retained earnings                 3,732.9    3,048.4    2,890.6
Minimum pension liability
  adjustment                        (14.0)     (14.0)    (235.4)
Cumulative translation adjustment   (99.7)     (57.4)     (62.2)
Unrealized gain on
  marketable securities              25.7       22.2       21.1
Unamortized restricted
  stock compensation                 (9.7)     (17.4)     (21.5)
Common stock in treasury,
  at cost                        (1,250.2)    (613.1)    (509.4)
  Total stockholders' equity      4,163.5    4,147.2    3,843.9
    Total                       $18,625.9  $16,319.8  $15,950.1

See Notes to Interim Financial Statements.  Supplemental 
consolidating data are shown for the "Equipment Operations" and 
"Financial Services".  Transactions between the "Equipment 
Operations" and "Financial Services" have been eliminated to 
arrive at the "Consolidated" data.

Page 8

<PAGE>

DEERE & COMPANY                        EQUIPMENT OPERATIONS
CONDENSED CONSOLIDATED BALANCE SHEET  (Deere & Company with
                                       Financial Services on
                                         the Equity Basis)

                                   Jul 31     Oct 31     Jul 31
Millions of dollars (Unaudited)     1998       1997       1997

Assets
Cash and short-term investments  $    58.4   $  61.2   $   52.3
Cash deposited with unconsolidated
  subsidiaries                       282.4     350.0      123.6
  Cash and cash equivalents          340.8     411.2      175.9
Marketable securities
Receivables from unconsolidated
  subsidiaries and affiliates        136.2      57.3      132.0
Trade accounts and notes
  receivable - net                 4,209.3   3,333.8    3,512.7
Financing receivables - net          113.7      83.5       79.7
Other receivables                                2.1
Equipment on operating
  leases - net                       209.6     193.9      170.5
Inventories                        1,337.3   1,072.7    1,170.8
Property and equipment - net       1,520.1   1,479.1    1,317.2
Investments in unconsolidated
  subsidiaries and affiliates      1,579.0   1,494.7    1,476.4
Intangible assets - net              183.4     148.4      282.7
Prepaid pension costs                689.1     592.9           
Deferred income taxes                490.1     490.8      593.3
Other assets and deferred charges    128.7     123.8      131.0
    Total                        $10,937.3  $9,484.2   $9,042.2

Liabilities and Stockholders' Equity
Short-term borrowings            $ 2,017.1  $  171.1   $  401.5
Payables to unconsolidated
  subsidiaries and affiliates         49.4      54.8       44.3
Accounts payable and accrued
  expenses                         1,950.4   2,134.1    1,909.0
Insurance and health care
  claims and reserves
Accrued taxes                        101.1     114.2      134.8
Deferred income taxes                 19.9      21.4       10.0
Long-term borrowings                 353.3     539.9      551.8
Retirement benefit accruals
  and other liabilities            2,282.6   2,301.5    2,146.9
    Total liabilities              6,773.8   5,337.0    5,198.3

Common stock, $1 par value
  (issued shares at
  Jul 31, 1998 -                   1,778.5    1,778.5    1,760.7
Retained earnings                  3,732.9    3,048.4    2,890.6
Minimum pension liability
  adjustment                         (14.0)     (14.0)    (235.4)
Cumulative translation adjustment    (99.7)     (57.4)     (62.2)
Unrealized gain on marketable
  securities                          25.7       22.2       21.1
Unamortized restricted stock
  compensation                        (9.7)     (17.4)     (21.5)
Common stock in treasury, at cost (1,250.2)    (613.1)    (509.4)
  Total stockholders' equity       4,163.5    4,147.2    3,843.9
    Total                        $10,937.3   $9,484.2   $9,042.2

Page 9

<PAGE>

DEERE & COMPANY                            FINANCIAL SERVICES
CONDENSED CONSOLIDATED BALANCE SHEET

                                   Jul 31     Oct 31     Jul 31
Millions of dollars  (Unaudited)    1998       1997       1997

Assets
Cash and short-term investments   $  272.7   $  268.8   $  197.8
Cash deposited with 
  unconsolidated subsidiaries
Cash and cash equivalents            272.7      268.8      197.8
Marketable securities                868.0      819.6      868.1
Receivables from unconsolidated
  subsidiaries and affiliates                     6.1
Trade accounts and notes
  receivable - net
Financing receivables - net        6,871.9    6,321.2    6,351.3
Other receivables                    397.4      410.6      438.0
Equipment on operating leases - net  913.8      580.7      459.9
Inventories
Property and equipment - net          46.4       45.0       48.6
Investments in unconsolidated
  subsidiaries and affiliates         19.1       13.0        8.5
Intangible assets - net                7.9        9.4        9.7
Prepaid pension costs
Deferred income taxes                 44.0       52.8       50.0
Other assets and deferred charges     60.3       65.0       67.3
    Total                         $9,501.5   $8,592.2   $8,499.2

Liabilities and Stockholders' Equity
Short-term borrowings             $4,552.3   $3,603.5   $3,395.1
Payables to unconsolidated
  subsidiaries and affiliates        378.7      392.7      245.0
Accounts payable and accrued
  expenses                           754.6      705.6      710.0
Insurance and health care
  claims and reserves                403.6      414.7      413.7
Accrued taxes                          8.3        3.2        6.1
Deferred income taxes                   .4                    .3
Long-term borrowings               1,933.7    2,082.9    2,353.7
Retirement benefit accruals
  and other liabilities               35.7       31.8       28.9
    Total liabilities              8,067.3    7,234.4    7,152.8

Common stock, $1 par value
  (issued shares at
  July 31, 1998 -                    237.1      238.4      238.4
Retained earnings                  1,184.6    1,104.5    1,091.6
Minimum pension liability
  adjustment
Cumulative translation
  adjustment                         (13.2)      (7.3)      (4.7)
Unrealized gain on marketable
  securities                          25.7       22.2       21.1
Unamortized restricted stock
  compensation
Common stock in treasury, at cost
  Total stockholders' equity       1,434.2    1,357.8    1,346.4
    Total                         $9,501.5   $8,592.2   $8,499.2

Page 10

<PAGE>

DEERE & COMPANY                                   CONSOLIDATED
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS  (Deere & Company
                                                      and
                                        Consolidated Subsidiaries
                                           Nine Months Ended
                                                  July 31
Millions of dollars (Unaudited)               1998       1997

Cash Flows from Operating Activities
Net income                                  $  859.3   $  748.8
Adjustments to reconcile net income to
  net cash provided by (used for)
  operating activities                      (1,117.7)    (447.8)
    Net cash provided by (used for)
      operating activities                    (258.4)     301.0

Cash Flows from Investing Activities
Collections and sales of
  financing receivables                      5,000.8    4,468.4
Proceeds from maturities and
  sales of marketable securities               115.0      114.3
Cost of financing receivables acquired      (5,636.5)  (4,981.0)
Purchases of marketable securities            (157.8)    (102.9)
Purchases of property and equipment           (250.8)    (271.8)
Cost of operating leases acquired             (567.4)    (332.6)
Acquisitions of businesses                     (51.7)     (36.9)
Other                                          117.1       83.0
  Net cash used for investing activities    (1,431.3)  (1,059.5)

Cash Flows from Financing Activities
Increase in short-term borrowings            1,861.0      949.7
Change in intercompany receivables/payables
Proceeds from long-term borrowings             996.0      885.0
Principal payments on long-term borrowings    (358.9)    (678.5)
Proceeds from issuance of common stock          22.4       31.4
Repurchases of common stock                   (668.3)    (310.9)
Dividends paid                                (159.3)    (153.7)
Other                                             .8        (.6)
  Net cash provided by (used for)
    financing activities                     1,693.7      722.4

Effect of Exchange Rate Changes on Cash         (2.9)      (5.3)

Net Increase (Decrease) in Cash and
  Cash Equivalents                               1.1      (41.4)
Cash and Cash Equivalents at
  Beginning of Period                          330.0      291.5
Cash and Cash Equivalents at End of Period  $  331.1   $  250.1


See Notes to Interim Financial Statements.  Supplemental
consolidating data are shown for the "Equipment Operations" and 
"Financial Services".  Transactions between the "Equipment 
Operations" and "Financial Services" have been eliminated to 
arrive at the Consolidated" data.

Page 11
<PAGE>

DEERE & COMPANY                             EQUIPMENT OPERATIONS
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS (Deere & Company
Nine Months Ended July 31                        with Financial
                                                 Services on 
Millions of dollars  (Unaudited)               the Equity Basis)

                                              Nine Months Ended
                                                    July 31
                                                1998      1997

Cash Flows from Operating Activities
Net income                                  $  859.3     $ 748.8
Adjustments to reconcile net income to
  net cash provided by (used for)
  operating activities                      (1,370.9)     (535.9)
    Net cash provided by (used for)
      operating activities                    (511.6)      212.9
Cash Flows from Investing Activities

Collections and sales of financing receivables  23.1        48.1
Proceeds from maturities and sales of 
  marketable securities
Cost of financing receivables acquired         (55.5)      (24.4)
Purchases of marketable securities
Purchases of property and equipment           (242.8)     (264.7)
Cost of operating leases acquired              (77.8)      (63.9)
Acquisitions of businesses                     (45.7)      (33.2)
Other                                           55.0        25.3
  Net cash used for investing activities      (343.7)     (312.8)

Cash Flows from Financing Activities
Increase in short-term borrowings            1,678.1       220.1
Change in intercompany receivables/payables    (59.9)      (29.1)
Proceeds from long-term borrowings
Principal payments on long-term borrowings     (26.4)     (101.0)
Proceeds from issuance of common stock          22.4        31.4
Repurchases of common stock                   (668.3)     (310.9)
Dividends paid                                (159.3)     (153.7)
Other                                             .7         (.6)
  Net cash provided by (used for)
    financing activities                       787.3      (343.8)

Effect of Exchange Rate Changes on Cash         (2.4)       (5.2)

Net Increase (Decrease) in Cash and
  Cash Equivalents                             (70.4)     (448.9)
Cash and Cash Equivalents at
  Beginning of Period                          411.2       624.8
Cash and Cash Equivalents at End of Period  $  340.8     $ 175.9

Page 12

<PAGE>

DEERE & COMPANY                                FINANCIAL SERVICES
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
Nine Months Ended July 31
                                               Nine Months Ended
Millions of dollars (Unaudited                    July 31
                                              1998       1997
Cash Flows from Operating Activities
Net income                                  $  124.1   $  110.2
Adjustments to reconcile net income to 
  net cash provided by (used for)
  operating activities                         173.4       99.7
    Net cash provided by (used for)
      operating activities                     297.5      209.9

Cash Flows from Investing Activities
Collections and sales of
  financing receivables                      4,977.8    4,420.3
Proceeds from maturities and 
  sales of marketable securities               115.0      114.3
Cost of financing receivables acquired      (5,581.0)  (4,956.6)
Purchases of marketable securities            (157.8)    (102.9)
Purchases of property and equipment             (8.0)      (7.2)
Cost of operating leases acquired             (489.6)    (268.8)
Acquisitions of businesses                      (6.0)      (3.7)
Other                                           63.2       28.9
  Net cash used for investing activities    (1,086.4)    (775.7)

Cash Flows from Financing Activities
Increase in short-term borrowings              183.0      729.6
Change in intercompany receivables/payables     (7.6)    (392.1)
Proceeds from long-term borrowings             996.0      885.0
Principal payments on long-term borrowings    (332.5)    (577.5)
Proceeds from issuance of common stock                     29.0
Repurchases of common stock
Dividends paid                                 (44.3)    (121.8)
Other                                           (1.3)
  Net cash provided by (used for)
    financing activities                       793.3      552.2

Effect of Exchange Rate Changes on Cash          (.5)       (.2)

Net Increase (Decrease) in Cash and
  Cash Equivalents                               3.9      (13.8)
Cash and Cash Equivalents at
  Beginning of Period                          268.8      211.6
Cash and Cash Equivalents at End of Period   $ 272.7   $  197.8

Page 13

<PAGE>

          Notes to Interim Financial Statements

1.  The consolidated financial statements of Deere & Company and 
consolidated subsidiaries have been prepared by the Company, 
without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Certain information and 
footnote disclosures normally included in annual financial 
statements prepared in accordance with generally accepted 
accounting principles 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 included 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 fiscal year.

The preparation of financial statements in conformity with 
generally accepted accounting principles 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's consolidated financial statements and some 
information in the notes and related commentary are presented in 
a format which includes data grouped as follows:

Equipment Operations - These data include the Company's 
agricultural equipment, construction equipment and commercial and 
consumer equipment operations with Financial Services reflected 
on the equity basis.  Data relating to the above equipment 
operations, including the consolidated group data in the income 
statement, are also referred to as "Equipment Operations" in this 
report.

Financial Services - These data include the Company's credit, 
insurance and health care subsidiaries. 

Consolidated - These data represent the consolidation of the 
Equipment Operations and Financial Services in conformity with 
Financial Accounting Standards Board (FASB) Statement No. 94.  
References to "Deere & Company" or "the Company" refer to the 
entire enterprise.

3.  An analysis of the Company's retained earnings follows in 
millions of dollars:

                          Three Months        Nine Months
                             Ended               Ended
                             July 31             July 31
                         1998      1997      1998      1997
Balance, beginning of
  period               $3,502.7  $2,694.0  $3,048.4  $2,299.5
Net income                290.8     252.7     859.3     748.8
Dividend declared         (52.9)    (50.6)   (161.7)   (152.2)
Other                      (7.7)     (5.5)    (13.1)     (5.5)
Balance, end of period $3,732.9  $2,890.6  $3,732.9  $2,890.6

Page 14
<PAGE>

4.  An analysis of the cumulative translation adjustment follows 
in millions of dollars:

                         Three Months      Nine Months
                            Ended             Ended
                            July 31           July 31
                         1998     1997     1998      1997
Balance, beginning of  
  period                $(79.4)  $(48.8)  $(57.4)  $(14.0)
Translation adjustment   (19.7)   (13.5)   (41.4)   (42.7)
Income taxes applicable 
  to translation 
  adjustments              (.6)      .1      (.9)    (5.5)
Balance, end of period  $(99.7)  $(62.2)  $(99.7)  $(62.2)

5.  Substantially all inventories owned by Deere & Company and 
its United States equipment subsidiaries are valued at cost on 
the last-in, first-out (LIFO) basis.  If all of the Company's 
inventories had been valued on an approximate first-in, first-out 
(FIFO) basis, estimated inventories by major classification in 
millions of dollars would have been as follows:

                                July 31   October 31    July 31
                                 1998        1997        1997
Raw materials and supplies      $  270      $  228      $  215
Work-in-process                    489         427         441
Finished machines and parts      1,593       1,430       1,527
Total FIFO value                 2,352       2,085       2,183
Adjustment to LIFO basis         1,015       1,012       1,012
Inventories                     $1,337      $1,073      $1,171

6. During the first nine months of 1998, the Financial Services 
subsidiaries received proceeds from the sale of retail notes of 
$805 million.  At July 31, 1998, the net unpaid balance of all 
retail notes previously sold by the Financial Services 
subsidiaries was $1,540 million and the Company's maximum 
exposure under all related recourse provisions was $172 million.

At July 31, 1998, the Company had commitments of approximately 
$138 million for construction and acquisition of property and 
equipment.

7.  Dividends declared and paid on a per share basis were as 
follows:

                  Three Months Ended      Nine Months Ended
                        Jul 31                  July 31
                    1998      1997          1998      1997
Dividends declared  $.22      $.20          $.66      $.60
Dividends paid      $ *       $.20          $.64      $.60

* In 1998, the payment date for the dividend normally paid in the 
third quarter was included in the second quarter.

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<PAGE>

8.  Worldwide net sales and revenues and operating profit in 
millions of dollars follow:

                                    Three Months Ended
                                          July 31
                                                      %
                                     1998     1997  Change
Net sales:
  Agricultural equipment            $1,969   $1,907  +  3
  Construction equipment               709      579  + 22
  Commercial and consumer equipment    540      507  +  7
    Total net sales                  3,218    2,993  +  8
Financial Services revenues            435      400  +  9
Other revenues                          40       37  +  8
    Total net sales and revenues    $3,693   $3,430  +  8

United States and Canada:
  Equipment net sales               $2,319   $2,113  + 10
  Financial Services revenues          435      400  +  9
    Total                            2,754    2,513  + 10
Overseas Net sales                     899      880  +  2
Other revenues                          40       37  +  8
    Total net sales and revenues    $3,693   $3,430  +  8

Operating profit**:
  Agricultural equipment            $  282   $  279  +  1
  Construction equipment               103       60  + 72
  Commercial and consumer equipment     46       45  +  2
  Equipment Operations                 431      384  + 12
  Financial Services                    70       41  + 71
    Total operating profit*            501      425  + 18
Interest and corporate expenses-net    (55)     (21) +162
Income taxes                          (155)    (151) +  3
    Net income                      $  291   $  253  + 15

 * Includes overseas operating profit
     as follows:                    $  106   $  109  -  3

** Operating profit is income before interest expense, foreign 
exchange gains and losses, income taxes and certain corporate 
expenses.  However, operating profit of Financial Services 
includes the effect of interest expense.

Page 16
<PAGE>

                                   Nine Months Ended
                                         July 31
                                                      %
                                     1998     1997  Change
Net sales:
  Agricultural equipment           $ 5,638   $5,128  +10
  Construction equipment             2,001    1,631  +23
  Commercial and consumer equipment  1,594    1,344  +19
    Total net sales                  9,233    8,103  +14
Financial Services revenues          1,261    1,135  +11
Other revenues                         115      109  + 6
    Total net sales and revenues   $10,609   $9,347  +14

United States and Canada:
  Equipment net sales              $ 6,867   $5,748  +19
  Financial Services revenues        1,261    1,135  +11
    Total                            8,128    6,883  +18
Overseas Net sales                   2,366    2,355     
Other revenues                         115      109  + 6
    Total net sales and revenues   $10,609   $9,347  +14

Operating profit**:
  Agricultural equipment           $   852   $  813  + 5
  Construction equipment               258      175  +47
  Commercial and consumer equipment    160      107  +50
  Equipment Operations               1,270    1,095  +16
  Financial Services                   191      171  +12
    Total operating profit*          1,461    1,266  +15
Interest and corporate expenses-net   (124)     (71) +75
Income taxes                          (478)    (446) + 7
    Net income                      $  859   $  749  +15

 * Includes overseas operating profit
   as follows:                      $  268   $  290  - 8

** Operating profit is income before interest expense, foreign 
exchange gains and losses, income taxes and certain corporate 
expenses.  However, operating profit of Financial Services 
includes the effect of interest expense.

Page 17
<PAGE>

9.  In the first quarter of 1998, the Company adopted FASB 
Statement No. 128, Earnings per Share.  This Statement requires 
the presentation of basic and diluted net income per share, and a 
reconciliation between these two amounts.  Diluted net income per 
share was restated for the prior period.

A reconciliation of basic and diluted net income per share in 
millions, except per share amounts, follows:

                            Nine Months
                                Ended
                                July 31
                              1998    1997

Net income                   $859.3  $748.8
Average shares outstanding    246.0   254.5
Basic net income per share   $ 3.49  $ 2.94

Average shares outstanding    246.0   254.5
Effect of dilutive securities:
  Stock options                 2.5     2.6
  Other                          .2      .2
    Total potential shares
      outstanding             248.7   257.3
Diluted net income per share $ 3.45  $ 2.91

Stock options to purchase .5 million shares during the first nine 
months of 1998 were outstanding, but not included in the above 
diluted per share computation because the options' exercise 
prices were greater than the average market price of the 
Company's common stock during the period.  During the same period 
in 1997, no outstanding options were excluded because all the 
options' exercise prices were less than the average market price 
during that period.

10.  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 product liability, retail credit 
matters, software and patent and trademark matters.  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 financial position or results of 
operations.

11. In December 1997, the Company announced the extension of its 
stock repurchase program and authorized an additional $1 billion 
of such repurchases.  At the Company's discretion, repurchases of 
common stock are being made from time to time in the open market 
and through privately negotiated transactions.  During the first 
nine months of 1998, the Company repurchased $551 million of 
common stock under the extended program and $117 million for 
ongoing stock option and restricted stock plans.

12.  In December 1997, the Company invested $39 million for a 49 
percent interest in Cameco Industries, Inc., primarily a 
manufacturer of sugarcane harvesters and forestry equipment 
located in Thibodaux, Louisiana.  The initial goodwill acquired 
was $27 million, which will be amortized to expense over 10 
years.  The Company has also agreed to purchase the remaining 51 
percent interest for $40 million within 12 months of the first 
investment.  Cameco has been consolidated beginning in the first 
quarter of 1998 and the purchase did not have a material effect 
on the Company's operating results.
13.  In June 1998, the FASB issued Statement No. 133, Accounting 
for Derivative Instruments and Hedging Activities, which the 
Company will adopt in fiscal year 2000.  This Statement is not 
expected to have a material effect on the Company's financial 
position or results of operations.

Page 18
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Deere & Company achieved record third quarter net income of 
$290.8 million, or $1.20 per share, compared with $252.7 million, 
or $1.00 per share, for the same quarter last year.  This 
represented an increase of 15 percent in net income and 20 
percent in earnings per share.  Nine month net income was $859.3 
million, or $3.49 per share, an increase of 15 percent in net 
income and 19 percent in earnings per share, compared with last 
year's $748.8 million, or $2.94 per share.  Earnings per share 
continued to benefit from the Company's share repurchase program.  
Revenue growth, driven by a continuation of favorable demand for 
Company products, as well as cost reductions and progress in 
quality initiatives, led to the record performance.  Third 
quarter profits reflected positive contributions from all 
business segments and remained at record levels despite continued 
expenditures for new products and growth opportunities, and 
increasingly challenging agricultural market conditions.

Worldwide net sales and revenues rose 8 percent for the quarter, 
to $3,693 million, and 14 percent for nine months, to $10,609 
million, compared with $3,430 million and $9,347 million, 
respectively, last year.  Net equipment sales increased 8 percent 
for the quarter, to $3,218 million, and 14 percent for nine 
months, to $9,233 million.  This compared with sales of $2,993 
million and $8,103 million for the same periods a year ago.  
Export sales from the United States remained at favorable levels, 
totaling $551 million for the third quarter and $1,565 million 
year-to-date, compared to $585 million and $1,524 million for the 
same periods last year.  Despite an adverse foreign exchange 
translation impact, overseas sales were slightly higher in dollar 
terms for both the quarter and year-to-date.  Overseas physical 
volume of sales increased 6 percent for the year-to-date, 
compared with last year.  Overall, the Company's physical volume 
of sales increased 15 percent for the first nine months, compared 
with last year.

Worldwide Equipment Operations, which exclude the Financial 
Services subsidiaries and unconsolidated affiliates, had record 
income of $235.5 million for the third quarter and $723.6 million 
for the first nine months, compared with $221.1 million and 
$635.1 million last year.  Operating margins remained at 
favorable levels despite competitive pricing actions and spending 
on growth opportunities.  In addition, this year's results were 
affected by adverse currency fluctuations and higher interest 
expense.  Worldwide equipment operating profit increased to $431 
million for the quarter, and to $1,270 million for the first nine 
months, compared with $384 million and $1,095 million last year.  
Operating profit as a percent of net sales was unchanged compared 
with last year, at 13 percent for the quarter and 14 percent for 
the first nine months.


- - Worldwide agricultural equipment operating profit increased 1 
percent for the quarter, to $282 million, and 5 percent for the 
first nine months, to $852 million.  This was in comparison with 
$279 million and $813 million last year.  For both periods, 
higher sales and lower operating expenses were partially offset 
by higher sales incentive costs, higher expenditures for growth 
initiatives and a less favorable sales mix.

- - Worldwide construction equipment operating profit increased 72 
percent for the quarter, to $103 million, and 47 percent for the 
first nine months, to $258 million, compared to $60 million and 
$175 million for the periods last year.  Revenue growth and 
higher production volumes associated with strong market 
acceptance of new products, as well as better efficiencies, led 
to the improvement.  Partially offsetting these factors were 
higher sales incentive costs, mainly in the first half of this 
year, and start-up expenses at the Torreon, Mexico, engine 
facility.

Page 19
<PAGE>

- - Worldwide commercial and consumer equipment operating profit 
rose 2 percent for the quarter, to $46 million, and increased 50 
percent for nine months, to $160 million, despite continued 
investment in new products and manufacturing facilities.  Last 
year's operating profit was $45 million and $107 million for the 
respective periods.  The improvements were due to higher sales 
and production volumes, driven by strong retail demand, and also 
improved operating efficiencies.  Results in 1998 included higher 
expenses for the development and introduction of new products and 
the start-up of new manufacturing facilities.  Last year's 
results were adversely affected by a second quarter write-off 
related to a Homelite product.

The ratio of cost of goods sold to net sales of the Equipment 
Operations was 77.4 percent in the third quarter of 1998 and 
1997.  During the first nine months of 1998, the ratio of cost of 
goods sold to net sales was 76.9 percent compared to 76.2 percent 
in the first nine months of last year.  The increased year-to-
date ratio was primarily due to the previously mentioned higher 
sales incentive costs, higher expenses related to the development 
of new products, start-up costs and a less favorable sales mix.  
Additional information on business segments is presented in Note 
8 to the interim financial statements.

The Company's research and development expenses were $111 million 
in the third quarter and $320 million in the first nine months of 
this year, compared to $100 million and $293 million for the same 
periods last year.

Net income of the Company's credit operations was $43.1 million 
in the third quarter of 1998, compared with $41.6 million in last 
year's third quarter.  For the first nine months of 1998, net 
income of these subsidiaries was $111.2 million, compared with 
$106.1 million last year.  The 1998 third quarter and year-to-
date results benefited from higher income on a larger average 
receivable and lease portfolio, partially offset by higher 
operating expenses and narrower financing spreads.  In addition, 
the year-to-date earnings benefited from higher gains on the sale 
of retail notes.  Total revenues of the credit operations 
increased 15 percent from $217 million in the third quarter of 
1997 to $249 million in the current quarter and increased 19 
percent in the first nine months from $588 million last year to 
$698 million this year.  The average balance of receivables and 
leases financed was 13 percent higher in the third quarter and 
the first nine months of 1998, compared with the same periods 
last year.  Interest expense increased 14 percent in the current 
quarter and 19 percent in the first nine months of 1998, compared 
with 1997, primarily as a result of an increase in average 
borrowings.  The credit subsidiaries' consolidated ratio of 
earnings to fixed charges was 1.64 to 1 for the third quarter 
this year, compared with 1.71 to 1 in 1997.  This ratio was 1.58 
to 1 for the first nine months this year, compared with 1.66 to 1 
in the same period of 1997.

Net income from insurance operations was $2.0 million in the 
third quarter of 1998, compared with $6.6 million last year.  For 
the first nine months, net income from these operations was $11.8 
million this year, compared with $23.7 million in 1997.  The 
quarterly decrease primarily reflected unfavorable underwriting 
results caused by abnormally high weather-related property 
claims.  Nine month underwriting results were also affected by 
adverse loss development in the transportation business.  In 
addition, premium volumes were lower than last year due to 
competitive market conditions.  For the third quarter, insurance 
premiums decreased 13 percent in 1998 compared with the same 
period last year, while total claims, benefits, and selling, 
administrative and general expenses were approximately the same 
as last year.  For the nine month period, insurance premiums 
decreased 11 percent in 1998, while total claims, benefits, and 
selling, administrative and general expenses decreased 3 percent, 
compared with last year.

Net income from health care operations was $1.8 million in the 
third quarter of 1998, compared with a net loss of $21.4 million 
last year.  In the first nine months, net income was $1.1 million 
this year, compared with a net loss of $19.6 million in 1997.  
The 1998 results benefited from higher premium revenues, improved 
margins and lower administrative expenses.  Last year, results 
were adversely affected by high claims costs, unfavorable 
margins, a strengthening of claims reserves and charges for the 
planned closures of two health care centers.  For the third 
quarter, health 

Page 20

<PAGE>

care premiums and administrative services revenues increased 15 
percent in 1998, compared with the same period last year, while 
total claims, benefits, and selling, administrative and general 
expenses decreased 17 percent this year.  For the nine month 
period, health care premiums and administrative services revenues 
increased 13 percent in 1998 while total claims, benefits, and 
selling, administrative and general expense decreased 2 percent 
compared with last year.

Year 2000

The Company's Year 2000 Program addresses major assessment areas 
that include information systems, mainframe computers, personal 
computers, the distributed network, the shop floor, facilities 
systems, the Company's products, product research and development 
facilities, and the readiness of the Company's suppliers and 
distribution network.  The program includes the following phases:  
identification and assessment, business criticality analysis, 
project work prioritization, compliance plan development, 
remediation and testing, production implementation, and 
contingency plan development for mission critical systems.

The Company's objective is to become Year 2000 compliant with its 
mission critical activities and systems, including a contingency 
plan, by early 1999, allowing substantial time for further 
testing, verification and the final conversion of less important 
systems.  The Company continues to be on schedule in its plans to 
accomplish this objective and has initiated infrastructure and 
information systems modifications to ensure that both hardware 
and software systems are compliant.  The Company also is 
requesting assurances from its significant suppliers and dealers 
that they are addressing this issue to ensure there will be no 
major disruptions.

The total cost of the modifications and upgrades to date has not 
been material.  Although no assurances can be given as to the 
Company's compliance, particularly as it relates to third-
parties, including governmental entities, based upon the progress 
to date, the Company does not expect that either future costs of 
modifications or the consequences of any unsuccessful 
modifications will have a material adverse effect on the 
Company's financial position or results of operations.  
Accordingly, the Company believes that the most reasonably likely 
worst case Year 2000 scenario would not have a material adverse 
effect on the Company's financial position or results of 
operations.  However, the Company is developing contingency 
plans, which should be complete by early 1999, should any Year 
2000 failures occur in any of the assessment areas noted above.

Outlook

With regard to the Company's agricultural equipment operations, 
worldwide farm commodity prices continued on a downward course 
during the quarter as a result of prospects for increased global 
supplies of grains and oilseeds, as well as fears about the Asian 
economic crisis.  United States crop conditions remained 
generally good throughout the Midwest, with federal financial 
assistance expected to offset some of the drought related losses 
being experienced in the South.  Under these conditions, it is 
expected that retail demand for agricultural equipment will 
decline for the rest of 1998 and 1999.  In light of this outlook 
and the Company's continuing commitment to aggressive asset 
management, production schedules have been reduced in the fourth 
quarter of 1998 and are expected to be reduced in 1999.

In the construction equipment sector, low interest rates and 
generally favorable economic conditions have continued to 
strengthen demand.  Housing starts are expected to average above 
1.5 million units in 1998, their highest level in more than a 
decade.  In addition, a new highway bill, the Transportation 
Equity Act for the 21st Century, will provide a significant 
increase in highway funding over the next six years.  Although 
the retail environment is expected to remain healthy, fourth 
quarter production volumes of Deere construction equipment will 
decline 

Page 21

<PAGE>

with the introduction of a new product distribution system.  It 
is designed to more closely align production with retail demand 
and thus reduce inventory levels.  Next quarter's construction 
equipment production schedules have been set lower as a result.

Sales of John Deere commercial and consumer equipment should 
continue benefiting from low unemployment, low interest rates, 
rising incomes and the strong housing market.  In addition, the 
division's growing line of new products is expected to continue 
meeting strong success in the marketplace.

In Financial Services, credit operations should continue 
benefiting from higher portfolio balances.  Insurance operations 
results, however, are expected to be significantly below last 
year's as a result of competitive market conditions and 
continuing unfavorable loss experience.  While health care 
margins remain under pressure due to a very competitive industry 
environment, improvement plans are on target and are expected to 
result in significantly better financial results for the 
remainder of 1998 versus last year. 

Based on these conditions, the Company's worldwide physical 
volume of sales is currently projected to increase by 
approximately 10 percent in 1998, compared with 1997.  Fourth 
quarter physical volumes are projected to be approximately 2 
percent below comparable levels for fourth quarter 1997. 

Assessing the outlook, the Company is well positioned for 
continued good results despite a prospective slowdown in the farm 
economy.  The Company is confident that its continuing investment 
in new products and facilities, and geographic expansions, will 
help it deliver solid returns through all phases of the business 
cycle.  At the same time, initiatives geared to process and 
quality improvement are moving ahead and are expected to yield 
substantial efficiency gains in the future.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation 
Reform Act of 1995:  Statements under the "Outlook" heading, 
which relate to future operating periods, are subject to 
important risks and uncertainties that could cause actual results 
to differ materially.  The Company's businesses include Equipment 
Operations (agricultural, construction, and commercial and 
consumer) and Financial Services (credit, insurance and health 
care).  Forward-looking statements relating to these businesses 
involve certain factors that are subject to change, including:  
the many interrelated factors that affect farmers' confidence, 
including 
worldwide demand for agricultural products, world grain stocks, 
commodities prices, weather conditions such as El Nino, animal 
diseases, crop pests, harvest yields, real estate values and 
government farm programs; general economic conditions and housing 
starts; legislation, primarily legislation relating to 
agriculture, the environment, commerce and government spending on 
infrastructure; actions of competitors in the various industries 
in which the Company competes; production difficulties, including 
capacity and supply constraints; dealer practices; labor 
relations; interest and currency exchange rates (including the 
effect of conversion to the Euro by the European Union); 
technological difficulties (especially difficulties arising from 
Year 2000 compliance); accounting standards; and other risks and 
uncertainties.  Dealers' retail sales of agricultural equipment 
are especially affected by the weather in the summer, while the 
number of housing starts are especially important to sales of 
construction equipment.  Economic difficulties in Asia could 
affect North American grain and meat export prospects.  The 
Company's outlook is based upon assumptions relating to the 
factors described above.  These assumptions are sometimes based 
upon estimates and data prepared by government agencies.  Such 
estimates and data may be subject to revision.  Further 
information concerning the Company and its businesses, including 
factors that potentially could materially affect the Company's 
financial results, is included in the Company's most recent 
annual report on Form 10-K and other filings with the Securities 
and Exchange Commission.

Page 22

<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been 
organized to review separately, where appropriate, the Company's 
Equipment Operations, Financial Services operations and the 
consolidated totals.

Equipment Operations

The Company's equipment businesses are capital intensive and are 
subject to large seasonal variations in financing requirements 
for trade receivables from dealers and inventories.  Accordingly, 
to the extent necessary, funds provided from operations are 
supplemented from external borrowing sources.

In the first nine months of 1998, negative cash flows from 
operating activities of $512 million resulted primarily from 
increases in trade receivables and Company inventories, a 
decrease in accounts payable and accrued expenses and 
contributions to the pension fund.  Partially offsetting these 
operating cash outflows were positive cash flows from the record 
level of net income and dividends received from the Financial 
Services operations.  The resulting net cash requirement for 
operating activities, along with repurchases of common stock, 
purchases of property and equipment, payment of dividends, an 
increase in receivables from Financial Services and acquisitions 
of businesses were provided primarily from an increase in 
borrowings and a decrease in cash and cash equivalents.

Positive cash flows from operating activities in the first nine 
months of 1997 resulted primarily from the record level of net 
income and dividends received from the Financial Services 
operations, which were partially offset by normal seasonal 
increases in trade receivables and Company inventories.  The 
aggregate amount of these operating cash flows of $213 million, 
along with cash and cash equivalents at the beginning of the 
period and increased borrowings were used primarily for 
repurchases of common stock, purchases of property and equipment 
and payment of dividends.  Purchases of property and equipment 
increased, compared to 1996, primarily due to construction of new 
facilities for the production of engines and commercial and 
consumer equipment.

Equipment Operations assets at July 31, 1998 were 74.7 percent of 
the last 12 months net sales, compared with 70.4 percent a year 
ago.  The higher ratio primarily reflected an increase in prepaid 
pension cost assets.

Net trade accounts and notes receivable result mainly from sales 
to dealers of equipment that is being carried in their 
inventories.  As expected, trade receivables increased $697 
million, compared to one year ago and $876 million during the 
first nine months.  However, the ratios of worldwide net trade 
accounts and notes receivable to the last 12 months' net sales 
were 34 percent at July 31, 1998, compared to 33 percent at July 
31, 1997 and 30 percent at October 31, 1997.  The increase from a 
year ago was primarily due to the higher level of sales and the 
resulting increase in receivables related to agricultural 
equipment used goods this year.  In the first nine months, trade 
receivables also reflected a seasonal increase.  North American 
agricultural, and commercial and consumer equipment trade 
receivables increased approximately $500 million and $90 million, 
respectively, while construction equipment receivables decreased 
approximately $40 million, compared with the levels 12 months 
earlier.  Total overseas trade receivables were approximately 
$150 million higher than a year ago.  The percentage of total 
worldwide trade receivables outstanding for periods exceeding 12 
months was 5 percent at July 31, 1998, October 31, 1997 and July 
31, 1997.

Company inventories at July 31, 1998 increased by $265 million, 
compared with the end of the previous fiscal year and $167 
million, compared to one year ago, primarily reflecting a 
seasonal increase in the first nine months and increased 
production and sales volumes from a year ago. Most of the 
Company's inventories are valued on the last-in, first-out (LIFO) 
basis.  Inventories valued on an approximate current cost basis 
increased by only 8 percent from a year ago, compared to an 
increase in net sales of 14 percent during the same period.

Page 23

<PAGE>

Total interest-bearing debt of the Equipment Operations was 
$2,370 million at July 31, 1998, compared with $711 million at 
the end of fiscal year 1997 and $953 million at July 31, 1997.  
The ratio of total debt to total capital (total interest bearing 
debt and stockholders' equity) was 36 percent, 15 percent and 20 
percent at July 31, 1998, October 31, 1997 and July 31, 1997, 
respectively.  During the first nine months, Deere & Company 
retired $25 million of medium-term notes.

Financial Services

The Financial Services' credit subsidiaries rely on their ability 
to raise substantial amounts of funds to finance their receivable 
and lease portfolios.  Their primary sources of funds for this 
purpose are a combination of borrowings and equity capital.  
Additionally, the credit subsidiaries periodically sell 
substantial amounts of retail notes.  The insurance and health 
care operations generate their funds through internal operations 
and intercompany loans.

During the first nine months of 1998, the aggregate cash provided 
from operating and financing activities was used primarily to 
increase financing receivables and leases.  Cash provided from 
Financial Services operating activities was $298 million in the 
first nine months.  Cash provided by financing activities totaled 
$793 million in the first nine months of 1998, primarily 
resulting from an $839 million increase in total borrowings, 
which was partially offset by payment of a $44 million dividend 
to the Equipment Operations.  Cash used for investing activities 
totaled $1,086 million in the first nine months, primarily due to 
the cost of financing receivables and leases exceeding 
collections by $1,898 million, partially offset by $805 million 
of proceeds from the sale of retail notes.  Cash and cash 
equivalents increased $4 million during the first nine months of 
1998.

In the first nine months of 1997, the aggregate cash provided 
from operating and financing activities was used for investing 
activities.  Cash provided from Financial Services operating 
activities was $210 million in the first nine months of 1997.  
Cash provided by financing activities totaled $552 million in the 
first nine months of 1997, primarily representing a $645 million 
increase in total borrowings, partially offset by a $122 million 
dividend to the Equipment Operations.  Investing activities used 
$776 million of cash in the first nine months of 1997, primarily 
due to acquisitions of financing receivables and leases exceeding 
collections by $1,370 million, partially offset by $565 million 
of proceeds from the sale of retail notes.  Cash and cash 
equivalents decreased $14 million during the first nine months of 
1997.

Marketable securities consist primarily of debt securities held 
by the insurance and health care operations in support of their 
obligations to policyholders.  During the first nine months of 
1998, marketable securities increased $48 million and were 
approximately equal to a year ago.  The increase in the first 
nine months was primarily due to the investing of cash and cash 
equivalents held at the beginning of the year, cash from 
intercompany loans and cash generated from operating activities.

Financing receivables and leases increased by $884 million in the 
first nine months of 1998 and $975 million during the past 12 
months.  These receivables and leases consist of retail notes 
originating in connection with retail sales of new and used 
equipment by dealers of John Deere products, retail notes from 
non-Deere-related customers, revolving charge accounts, wholesale 
notes receivable, and financing and operating leases. 

The credit subsidiaries' receivables and leases increased during 
the last 12 months due to the cost of financing receivables and 
leases acquired exceeding collections, which was partially offset 
by the sale of retail notes during the same period.  Total 
acquisitions of financing receivables and leases were 16 percent 
higher in the first nine months of 1998, compared with the same 
period last year.  At July 31, 1998, the levels of retail notes, 
wholesale receivables, revolving charge accounts and leases were 
all higher than one year ago.  Financing receivables and leases 
administered by the credit subsidiaries, which include 
receivables 

Page 24

<PAGE>

previously sold, amounted to $9,325 million at July 31, 1998, 
compared with $8,416 million at October 31, 1997 and $8,100 
million at July 31, 1997.  At July 31, 1998, the unpaid balance 
of all retail notes previously sold was $1,540 million, compared 
with $1,515 million at October 31, 1997 and $1,288 million at 
July 31, 1997.

Total outside interest-bearing debt of the credit subsidiaries 
was $6,486 million at July 31, 1998, compared with $5,686 million 
at the end of fiscal year 1997 and $5,749 million at July 31, 
1997.  Total outside borrowings increased during the first nine 
months of 1998 and the last 12 months, generally corresponding 
with the level of the financing receivable and lease portfolio, 
the level of cash and cash equivalents and the change in payables 
owed to the Equipment Operations.  The credit subsidiaries' ratio 
of total interest-bearing debt to stockholder's equity was 6.8 to 
1 at July 31, 1998, compared with 6.6 to 1 at October 31, 1997 
and 6.7 to 1 at July 31, 1997.

During the first nine months of 1998, John Deere Capital 
Corporation issued $200 million of 5.85% notes due in 2001 and 
retired $150 million of floating rate notes due in 1998.  The 
Capital Corporation also issued $796 million and retired $183 
million of medium-term notes during the first nine months of 
1998.

Consolidated

The Company maintains unsecured lines of credit with various 
banks in North America and overseas.  Some of the lines are 
available to both the Equipment Operations and certain credit 
subsidiaries.  Worldwide lines of credit totaled $5,341 million 
at July 31, 1998, $960 million of which were unused.  For the 
purpose of computing unused credit lines, total short-term 
borrowings, excluding the current portion of long-term 
borrowings, were considered to constitute utilization.  Included 
in the total credit lines is a long-term credit agreement 
commitment totaling $3,500 million.

Stockholders' equity was $4,164 million at July 31, 1998, 
compared with $4,147 million at October 31, 1997 and $3,844 
million at July 31, 1997.  The increase of $17 million in the 
first nine months of 1998 resulted primarily from net income of 
$859 million, partially offset by an increase in common stock in 
treasury of $637 million related to the Company's stock 
repurchase and employee benefit programs, dividends declared of 
$162 million and a $42 million change in the cumulative 
translation adjustment.

The Board of Directors at its meeting on August 26, 1998 declared 
a quarterly dividend of 22 cents per share payable November 2, 
1998 to stockholders of record on September 30, 1998.

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.

Page 25

<PAGE>

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings

See Note (10) to the Interim Financial Statements.

Item 2.    Changes in Securities and Use of Proceeds

None

Item 3.    Defaults upon Senior Securities

None

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

None

Item 5.    Other Information

None

Item 6.    Exhibits and Reports on Form 8-K

  (a)      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.

  (b)      Reports on Form 8-K

Current Report on Form 8-K dated May 19, 1998 (Item 7).

Page 26

<PAGE>

                        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 thereunto duly authorized.







                                 DEERE & COMPANY



Date:  September 2, 1998      By   s/ Nathan J. Jones
                                      Nathan J. Jones
                                      Senior Vice President,
                                      Principal Financial Officer
                                      and Principal Accounting
                                      Officer


Page 27

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number                                                      

2       Not applicable                                        

3       Not applicable                                        

4       Not applicable                                        

10      Not applicable                                        

11      Not applicable                                        

12      Computation of ratio of earnings to
        fixed charges                                          

15      Not applicable                                        

18      Not applicable                                        

19      Not applicable                                        

22      Not applicable                                        

23      Not applicable                                        

24      Not applicable                                        

27      Financial data schedule                                

99      Not applicable                                        

Page 28




                                                 EXHIBIT 12

DEERE & COMPANY AND CONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                   Nine Months         Year
                                      Ended            Ended
                                     July 31,        October 31,
                                 1998        1997       1997
                                   (In thousands of dollars)
Earnings:
 Income of consolidated group 
  before income taxes
  and changes in accounting   $1,325,271  $1,192,701  $1,507,070
 Dividends received from less-
  than-fifty percent owned
  affiliates                       5,482       3,268       3,591
 Fixed charges excluding
  capitalized interest           391,885     315,988     433,673
Total earnings                $1,722,638  $1,511,957  $1,944,334


Fixed charges:
 Interest expense of con-
  solidated group including
  capitalized interest        $  384,506  $  309,541  $  422,588
 Portion of rental charges
  deemed to be interest            9,552       6,447      11,497
Total fixed charges           $  394,058  $  315,988  $  434,085


Ratio of earnings to
 fixed charges*                     4.37        4.78        4.48

The computation of the ratio of earnings to fixed charges is 
based on applicable amounts of the Company and its consolidated 
subsidiaries plus dividends received from less-than-fifty 
percent owned affiliates.  "Earnings" consist of income before 
income taxes, the cumulative effect of changes in accounting and 
fixed charges excluding capitalized interest.  "Fixed charges" 
consist of interest on indebtedness, amortization of debt 
discount and expense, an estimated amount of rental expense 
which is deemed to be representative of the interest factor, and 
capitalized interest.

*  The Company has not issued preferred stock.  Therefore, the 
ratios of earnings to combined fixed charges and preferred stock 
dividends are the same as the ratios presented above.


<PAGE>

DEERE & COMPANY AND CONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                              Year
                                              Ended
                                            October 31,
                                         1996          1995
                                     (In thousands of dollars)

Earnings:
 Income of consolidated group 
  before income taxes
  and changes in accounting         $1,286,634       $1,092,751
 Dividends received from less-
  than-fifty percent owned
  affiliates                             7,937            2,023
 Fixed charges excluding
  capitalized interest                 410,764          399,056
Total earnings                      $1,705,335       $1,493,830


Fixed charges:
 Interest expense of con-
  solidated group including
  capitalized interest              $  402,168       $  392,408
 Portion of rental charges
  deemed to be interest                  8,596            6,661
Total fixed charges                 $  410,764       $  399,069


Ratio of earnings to
 fixed charges*                           4.15             3.74


<PAGE>


DEERE & COMPANY AND CONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


                                              Year
                                              Ended
                                            October 31,
                                         1994          1993
                                     (In thousands of dollars)


Earnings:
 Income of consolidated group 
  before income taxes
  and changes in accounting         $  920,920      $ 272,345
Dividends received from less-
  than-fifty percent owned
  affiliates                             2,329          1,706
Fixed charges excluding
  capitalized interest                 310,047        375,238
Total earnings                      $1,233,296       $649,289


Fixed charges:
 Interest expense of con-
  solidated group including
  capitalized interest              $  303,080       $369,325
Portion of rental charges
  deemed to be interest                  7,008          6,127
Total fixed charges                 $  310,088       $375,452


Ratio of earnings to
 fixed charges*                           3.98           1.73





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Form 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<RESTATED> 
<CIK> 0000315189
<NAME> DEERE&COMPANY
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               JUL-31-1998
<EXCHANGE-RATE>                                    1.0
<CASH>                                             331
<SECURITIES>                                       868
<RECEIVABLES>                                   11,758
<ALLOWANCES>                                       126
<INVENTORY>                                      1,337
<CURRENT-ASSETS>                                     0
<PP&E>                                           4,485
<DEPRECIATION>                                   2,918
<TOTAL-ASSETS>                                  18,626
<CURRENT-LIABILITIES>                                0
<BONDS>                                          2,287
                                0
                                          0
<COMMON>                                         1,779
<OTHER-SE>                                       2,385
<TOTAL-LIABILITY-AND-EQUITY>                    18,626
<SALES>                                          9,233
<TOTAL-REVENUES>                                10,609
<CGS>                                            7,089
<TOTAL-COSTS>                                    7,953
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    38
<INTEREST-EXPENSE>                                 382
<INCOME-PRETAX>                                  1,325
<INCOME-TAX>                                       478
<INCOME-CONTINUING>                                859
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       859
<EPS-PRIMARY>                                     3.49
<EPS-DILUTED>                                     3.45
        

</TABLE>


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