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  Deere & Company

  One John Deere Place,
  Moline, IL 61265 USA

4 March 2005

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549

  Attention:

  Todd Hardiman

  Stephanie Hunsaker

  Subject:

  Deere & Company

  Form 10-K for the year
  ended October 31, 2004

  File No. 1-4121

Dear
Mr. Hardiman and Ms. Hunsaker:

As requested during our
conversation with Ms. Hunsaker on 18 February 2005, this letter serves to
supplement our submissions dated 19 January 2005 and 17 February 2005 which
were in response to the 5 January 2005 letter from the staff pertaining to its
review of the Company’s Form 10-K for fiscal 2004, filed on 21 December 2004.

During our 18 February
2005 conversation with Ms. Hunsaker, she asked that we submit the proposed
disclosure with respect to the reclassification of our Consolidated Statement
of Cash Flows.  Attached please find our
proposed disclosure in the cash flow statement, notes and MD & A.  The dollar amounts of reclassifications are
not included at this time because of continued work and review of the
underlying information.  We have drafted
our disclosure based on the requirements set forth in the sample letter to
industry and a review of the statement of cash flow reclassification
disclosures already made by other companies.
While we understand that the staff is currently considering our proposed
method for filing the revised statements, we believed it made sense to begin
sharing with you our proposed disclosures given the imminent deadline.  Should you have questions on the information
and our proposed disclosure, please do not hesitate to contact James M. Field,
Vice President and Comptroller, at 309-765-4782.

Sincerely,

  /s/ James H. Becht

  /s/ James M. Field

  James H. Becht

  James M. Field

  Corporate Secretary and

  Vice President and
  Comptroller

  Associate General Counsel

  Deere & Company

  One John Deere Place,
  Moline, IL 61265 USA

17 February 2005

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549

  Attention:

  Todd Hardiman

  Stephanie Hunsaker

  Subject:

  Deere & Company

  Form 10-K for the year
  ended October 31, 2004

  File No. 1-4121

Dear
Mr. Hardiman and Ms. Hunsaker:

As requested during our
conversation with you on 4 February 2005, this letter serves to supplement our
submission dated 19 January 2005, which was in response to the 5 January 2005
letter from the staff pertaining to its review of the Company’s Annual Report
on Form 10-K for fiscal 2004, filed on 21 December 2004.

We hereby confirm the
following with respect to our 4 February 2005 conversation:

  ·

  Page 3 of our original
  submission discussed the three ways in which sales to independent dealers are
  settled at the conclusion of the term of the trade receivable. The following
  sets forth our understanding and additional information related to each
  scenario:

1.               The equipment is sold by the independent dealer to a retail
customer and the dealer receives payment, and in turn, pays the Company.
The trade receivable debtor is the independent dealer, and the generation and
extinguishment of such trade receivable with the dealer are properly classified
as operating activities on the Statement of Consolidated Cash Flows. Any retail
financing provided to the third-party customer by the Company’s Credit
Operations (“John Deere Credit”) involves a separate discrete transaction that
is properly classified as an investing activity in the Statement of
Consolidated Cash Flows.

2.              Funded
from borrowings, typically a line of credit or other borrowing facility.
Under this option there are generally two types of borrowing that would involve
John Deere Credit. The first type is a “line-item” borrowing, which is
associated with a specific piece of equipment. The second type is a

line
of credit or “borrowing base” arrangement, typically with larger dealers. Under
the borrowing base arrangement, the dealer is approved for a predetermined
borrowing level, and draws on the line of credit when funds are needed. Such
borrowings are not identified with or collateralized by a specific machine and
can be used to fund dealer operations. We have classified the settlement of the
trade receivable as operating cash inflows and the loans made after the term of
the trade receivable as investing activities for both types of borrowings. We
understand that it is the staff’s position that cash flows related to these
line-item borrowings should be classified as operating activities on the
Statement of Consolidated Cash Flows. We understand the staff’s position
related to the borrowing base transactions is that the classification of cash
flows should be based on the predominant use of the line of credit. The Company
has determined the predominant use of the line of credit is the purchase of
inventory. Accordingly, based on our understanding of the staff’s position,
these loans should be classified as operating activities.

Another
transaction relates to the financing by John Deere Credit of used equipment
that an independent dealer receives in trade in connection with the sale of new
equipment. In this transaction, the trade receivable or wholesale note from the
dealer for new equipment may be partially replaced by a wholesale note from the
dealer for the used equipment taken in trade. We would expect that the staff’s
position would be that these transactions should be classified as operating
activities, as the enterprise did not receive cash from the initial sale of the
new equipment.

3.               Funded from on hand cash balances.
The independent dealer is the trade receivable debtor, and as such, generation
and extinguishment of the trade receivable with the dealer are classified as
operating activities in the Statement of Consolidated Cash Flows, which we believe
is consistent with the staff’s position.

  ·

  As
  discussed in our original response, some retail sales and lease transactions
  are by Company-owned dealerships or from other Company-owned inventory. We
  understand that it is the staff’s view that retail notes, sales-type leases
  or operating leases issued by the Company relating to such sales and leases
  should be classified as operating activities in the Statement of Consolidated
  Cash Flows.

  ·

  With
  respect to intercompany trade receivables transactions and/or allocations
  (pages 5-6 of our 19 January 2005 submission), we confirm that the de minimus impact referenced by the Note
  8 disclosure “substantially no effect on consolidated net income” relates to
  the impact of the Company employing higher leverage by selling the trade
  receivables to John Deere Credit. The transactions

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  (related
  to the sale of receivables) themselves had no impact on either consolidated
  net income or cash flows.

Pursuant to our recent
discussion with you, the following additional information is provided with
respect to direct financing and operating lease transactions initiated by
customers of independent dealers. Emerging Issues Task Force (EITF) Issue No.
95-4, Revenue Recognition on Equipment Sold and Subsequently Repurchased
Subject to an Operating Lease, provides the criteria to separate the sale
transaction to the independent dealer from the acquisition of the equipment
from the dealer by a captive credit subsidiary for an operating lease to the
retail customer. We believe these criteria would also apply to the separation
of the cash flows of the sale to the independent dealer from the acquisition of
the equipment by a captive credit subsidiary for such operating leases and for
direct financing leases issued by the captive credit subsidiary under the same
circumstances. We believe the Company clearly meets each of the criteria within
EITF Issue No. 95-4 related to transactions with its independent dealers as
described below.

  ·

  The
  dealer is a substantive and independent enterprise that transacts business
  separately with the manufacturer (the Company) and retail customers —
  criterion met.

  ·

  The
  Company has delivered the equipment to the dealer and all risks and rewards
  of ownership have passed to the dealer, including the responsibility for the
  ultimate sale of the equipment. A retail customer’s failure to enter into a
  lease with John Deere Credit would not allow the dealer to return the
  equipment to the Company — criterion met.

  ·

  John
  Deere Credit has no legal obligation to provide a lease arrangement to a
  potential retail customer of the dealer at the time the product is delivered
  to the dealer — criterion met.

  ·

  The
  retail customer has other financing alternatives available from parties
  unaffiliated with the Company, and the retail customer is in control of the
  selection from the financing alternatives — criterion met.

The time frame from the
date the equipment is sold and shipped to the independent dealer until a retail
customer either purchases or leases the equipment could range from days to more
than a year. The retail customer may finance the equipment with a retail note,
direct financing lease or operating lease from John Deere Credit or obtain
financing from a financial institution unrelated to the Company.  In the instances in which John Deere Credit
accepts the lease, the lease transactions are initiated by a lease between John
Deere Credit / lessor and the retail customer / lessee and, in turn, a sale of
the equipment from the dealer to John Deere Credit. The dealer is not a party
to the lease contract or an agent of the Company.

Based on the facts
above, we believe these direct financing lease and operating lease transactions
between the retail customer and John Deere Credit are investing activities as
they are presently reported and are unrelated to the initial sale of equipment
to the independent dealer.

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Based on our
communications with the staff, the information posted on the SEC website, and
our understanding of the staff’s positions, we will make the appropriate
changes to our Statement of Consolidated Cash Flows to conform to the staff’s
views beginning with our Quarterly Report on Form 10-Q for the three-month
period ended 31 January 2005, which is the first periodic report for the period
ending after 15 December, 2004. The Statement of Consolidated Cash Flows will
be reclassified in this and future reports. The Form 10-Q will include expanded
disclosures regarding the reclassifications as requested by the staff.

Should you have questions on the information
and our responses, please do not hesitate to contact James H. Becht, Corporate
Secretary and Associate General Counsel, at 309-765-5574 or James M. Field,
Vice President and Comptroller, at 309-765-4782.

Sincerely,

  /s/ James H. Becht

  /s/ James M. Field

  James H. Becht

  James M. Field

  Corporate Secretary and

  Vice President and
  Comptroller

  Associate General Counsel

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  Deere & Company

  One John Deere Place,
  Moline, IL 61265 USA

8 March 2005

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549

  Attention:

  Todd
  Hardiman

  Stephanie
  Hunsaker

  Subject:

  Deere
  & Company

  Form
  10-K for the year ended October 31, 2004

  File
  No. 1-4121

Dear
Mr. Hardiman and Ms. Hunsaker:

As requested during our
conversation with you earlier today, this letter serves to supplement our
previous submissions dated 19 January 2005, 17 February 2005 and 4 March 2005
which were in response to the 5 January 2005 letter from the staff pertaining
to its review of the Company’s form 10-K for fiscal 2004, filed on 21 December
2004.

During today’s conversation, you asked that
we submit a revised disclosure proposal with respect to the reclassification of
our Statement of Consolidated Cash Flows, taking into account the issues you
communicated during the discussion. Attached please find the revised proposed
disclosure in the cash flow statement, notes and MD&A. The changes from the
previous disclosure proposal submitted to you on 4 March 2005 include the
following:

1.               Revised wording of the
footnote disclosure to focus on the consolidated and business perspective, and
moved the disclosure as an insert into Note 1, immediately below the “Structure
of Operations” section. The MD&A disclosure now simply references the
disclosure of the reclassification in Note 1.

2.               In the operating section of
the Statement of Consolidated Cash Flows, changed the caption “trade
receivables and other” to “trade receivables and financing receivables related
to sales of equipment”.

3.               Disaggregated the change in
retirement benefit accruals from the “other” caption in the operating section
of the Statement of Consolidated Cash Flows. This amount is now reflected as a
separate line item in the operating section.

4.               Separate disclosure in Note
9 (Financing Receivables) of the amounts related to the sales of equipment, for
which the related cash flows are reflected as operating activities in the
Statement of Consolidated Cash Flows.

5.               Disclosure in Note 26 (Cash
Flow Information) of the noncash transaction related to the exchange of
inventory for the cost of equipment on operating leases.

Given our imminent deadline for filing our
Quarterly Report on Form 10-Q for the first quarter of fiscal 2005, your prompt
response to Alan Packard, Director Financial Reporting, at 309-765-4935, or
myself at 309-765-4782, is greatly appreciated.

Sincerely,

  /s/ James M. Field

  James M. Field

  Vice President and
  Comptroller

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