===============================================================

                    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 January 31, 1999

            Commission file no: 1-6458
            __________________________

          JOHN DEERE CAPITAL CORPORATION

      Delaware                         36-2386361 
State of incorporation)(IRS employer identification no.)

           1 East First Street, Suite 600
                Reno, Nevada  89501
      (Address of principal executive offices)

         Telephone Number:  (702) 786-5527
         _________________________________


        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 January 31, 1999, 2,500 shares of common stock, 
without par value, of the registrant were outstanding, all of 
which were owned by John Deere Credit Company, a wholly-owned 
subsidiary of Deere & Company.

        The registrant meets the conditions set forth in 
General Instruction H(1)(a) and (b) of Form 10-Q and is 
therefore filing this Form with certain reduced disclosures as 
permitted by those instructions.
===============================================================

<PAGE>
           PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

      John Deere Capital Corporation and Subsidiaries
  Statements of Consolidated Income and Retained Earnings
                      (Unaudited)
                     (in millions)

                          Three Months Ended January 31,
                          ------------------------------
                                            1999    1998
                                            ----    ----
Revenues 
  Finance income earned on retail notes    $95.7 $104.4
  Lease revenues                            58.9   39.7
  Revolving charge account income           27.2   25.3 
  Finance income earned on wholesale notes  18.9   13.9
  Securitization and servicing fee income    8.8    7.8
  Net gain on retail notes sold              5.8    2.1
  Interest income from short-term 
    Investments                              2.6    2.6
  Other income                               3.3    2.4
--------------------------------------------------------
      Total revenues                       221.2  198.2
--------------------------------------------------------
Expenses 
  Interest expense                          86.0   88.3
  Operating expenses: 
    Administrative and operating expenses   28.4   26.5
    Provision for credit losses             11.3    9.3
    Fees paid to John Deere                  3.1    3.2
    Depreciation of equipment on operating
      leases                                35.2   23.4
-------------------------------------------------------- 
      Total operating expenses              78.0   62.4
--------------------------------------------------------
      Total expenses                       164.0  150.7
--------------------------------------------------------
Income of consolidated group before income
  taxes                                     57.2   47.5
Provision for income taxes                  20.2   16.7
--------------------------------------------------------
Income of consolidated group                37.0   30.8
Equity in income (loss) of unconsolidated
  affiliates                                  .4    (.2)
--------------------------------------------------------
Net income                                  37.4   30.6
Cash dividends declared                     (5.0) (12.5)
Retained earnings at beginning of period   806.4  705.2
--------------------------------------------------------
Retained earnings at end of period        $838.8 $723.3
 =======================================================

       See Notes to Interim Financial Statements.

Page 2

<PAGE>

     John Deere Capital Corporation and Subsidiaries
              Consolidated Balance Sheets
                     (Unaudited)
                     (in millions)

                     January 31, October 31,  January 31,
                       1999         1998         1998
                     ----------- -----------  -----------
Assets 
  Cash and cash
    equivalents         $ 182.8     $ 191.1      $ 197.5
  Receivables and 
      leases: 
    Retail notes        4,272.5     3,839.4      4,662.3
    Revolving charge
      accounts            609.4       751.1        504.5
    Wholesale notes       831.2       803.9        600.0
    Financing leases      242.5       241.8        212.0
--------------------------------------------------------
      Total receivables 5,955.6     5,636.2      5,978.8
    Equipment on 
      operating 
      leases - net        923.6       891.5        577.1
--------------------------------------------------------
      Total receivables
        and leases      6,879.2     6,527.7      6,555.9
    Allowance for 
      credit losses       (83.0)      (81.3)       (88.0)
--------------------------------------------------------
      Total receivables
        and leases - 
        net             6,796.2     6,446.4      6,467.9
--------------------------------------------------------
    Other receivables     146.1       154.8        143.4
    Investment in 
      unconsolidated 
      affiliates           20.5        20.0         12.6
    Other assets          155.2        54.1         65.1
---------------------------------------------------------
Total Assets           $7,300.8    $6,866.4     $6,886.5
=========================================================
Liabilities and 
Stockholder's Equity 

  Short-term borrowings: 
    Commercial paper   $1,540.0    $1,672.0     $2,098.6
    John Deere             93.2        59.9        181.5
    Current maturities 
      of long-term 
      borrowings        1,673.0     1,678.5      1,248.5
    Other notes 
      payable               7.2         6.8          3.7
---------------------------------------------------------
        Total short-term
          borrowings    3,313.4     3,417.2      3,532.3
---------------------------------------------------------
  Accounts payable and 
      accrued liabilities: 
    Accrued interest on
      debt                 64.4        45.5         58.7
    Other payables        285.7       229.7        227.8
---------------------------------------------------------
      Total accounts 
        payable and
        accrued 
        liabilities       350.1       275.2        286.5
---------------------------------------------------------
  Deposits withheld from
    dealers and merchants 154.2       156.4        141.5
---------------------------------------------------------
  Long-term borrowings: 
    Senior debt         2,382.3     1,949.2      1,940.4
    Subordinated debt     150.0       150.0        150.0
---------------------------------------------------------
      Total long-term
        borrowings      2,532.3     2,099.2      2,090.4
---------------------------------------------------------
      Total liabilities 6,350.0     5,948.0      6,050.7
---------------------------------------------------------
  Stockholder's equity 
    Common stock, without 
      par value (issued 
      and outstanding - 
      2,500 shares owned 
      by John Deere 
      Credit Company)     112.8       112.8        112.8
    Retained earnings     838.8       806.4        723.3
    Cumulative translation
      adjustment            (.8)        (.8)         (.3)
---------------------------------------------------------
      Total stockholder's
        equity            950.8       918.4        835.8
---------------------------------------------------------
Total Liabilities and 
  Stockholder's Equity $7,300.8    $6,866.4     $6,886.5
=========================================================

      See Notes to Interim Financial Statements.

Page 3

<PAGE>
      John Deere Capital Corporation and Subsidiaries
          Statements of Consolidated Cash Flows
                      (Unaudited)
                     (in millions)

                         Three Months Ended January 31,
                         ------------------------------
                                        1999     1998
                                        ----     ----
Cash Flows from Operating Activities: 
  Net income                          $ 37.4   $ 30.6
  Adjustments to reconcile net
    income to net cash provided
    by operating activities: 
  Provision for credit losses           11.3      9.3
  Provision for depreciation            35.8     24.2
  Equity in loss (income) of
    unconsolidated affiliates            (.4)      .2
  Other                                  8.8     14.4
------------------------------------------------------
    Net cash provided by 
      operating activities              92.9     78.7
------------------------------------------------------
Cash Flows from Investing Activities: 
  Cost of receivables and
    leases acquired                 (1,977.2)(1,675.4)
  Collections of receivables         1,478.4  1,375.5
  Proceeds from sales of receivables   102.2     12.1
  Other                                 82.6     69.3
------------------------------------------------------
    Net cash used for investing
      activities                      (314.0)  (218.5)
------------------------------------------------------
Cash Flows from Financing Activities: 
  Change in commercial paper          (132.0)   106.7
  Change in receivable/payable
    with John Deere                     21.9   (177.1)
  Increase in other notes payable         .4      1.3
  Proceeds from issuance of 
    long-term borrowings               625.0    306.0
  Principal payments on 
    long-term borrowings              (297.5)   (91.5)
  Dividends paid                        (5.0)   (12.5)
------------------------------------------------------
    Net cash provided by 
      financing activities             212.8    132.9
------------------------------------------------------
Net decrease in cash and 
  cash equivalents                      (8.3)    (6.9)
Cash and cash equivalents 
  at the beginning of period           191.1    204.4
------------------------------------------------------
Cash and cash equivalents 
  at the end of period               $ 182.8  $ 197.5
======================================================

     See Notes to Interim Financial Statements. 

Page 4

<PAGE>
   John Deere Capital Corporation and Subsidiaries
     Notes to Interim Financial Statements


(1) The consolidated financial statements of John Deere Capital 
Corporation (Capital Corporation) and its subsidiaries (the 
Company) 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) In January 1999, the Company expanded its operations by 
forming two additional entities, John Deere Credit Group Plc 
(JDCG) and John Deere Credit S.A.S. (JDC S.A.S.). JDCG, a 
wholly-owned subsidiary of the Capital Corporation, is a 
limited-purpose organization to be used in certain financing 
transactions for the Company's international operations. JDC 
S.A.S. is a 50 percent joint venture formed with Caisse 
Nationale de Credit Agricole. The principal business of JDC 
S.A.S. is to support John Deere and independent John Deere 
retail dealers by offering financing products specific to the 
market in France. This investment is accounted for under the 
equity method of accounting.

At January 31, 1999, the Company owned 50 percent of John Deere 
Credit Limited (JDCL), a joint venture located in Gloucester, 
England. During the quarter, the Company and Lombard North 
Central Plc (Lombard), the finance house subsidiary of NatWest 
Group, reached an agreement whereby the Company acquired in 
February 1999 the 50 percent share in JDCL held by Lombard's 
subsidiary, Farming and Agricultural Finance (FAF). The joint 
venture's total assets, stockholders' equity and net income for 
its year ended September 30, 1998 were $315 million, $32 
million and $1 million, respectively. The Company also 
purchased an additional receivable portfolio of approximately 
$251 million from FAF in February 1999.

(3) The principal business of the Company is providing and 
administering financing for retail purchases of new and used 
equipment manufactured by Deere & Company's agricultural, 
construction, and commercial and consumer equipment divisions. 
The Company purchases retail installment sales and loan 
contracts (retail notes) from Deere & Company and its wholly-
owned subsidiaries (collectively called John Deere). John Deere 
acquires these retail notes through independent John Deere 
retail dealers. The Company also purchases and finances certain 
agricultural, construction, and lawn and grounds care retail 
notes unrelated to John Deere. In addition, the Company 
purchases and finances recreational product retail notes 
acquired from independent dealers and marine product mortgage 
service companies (recreational product retail notes). The 
Company also leases equipment to retail customers, finances and 
services revolving charge accounts acquired from and offered 
through merchants or farm input providers in the agricultural, 
construction, lawn and grounds care, and yacht markets 
(revolving charge accounts), and provides wholesale financing 
for inventories of recreational vehicles, manufactured housing 
units, yachts, John Deere engines, and John Deere agricultural 
and John Deere construction equipment owned by dealers of those 
products (wholesale notes). Retail notes, revolving charge 
accounts, financing leases and wholesale notes receivable are 
collectively called "Receivables". Receivables and operating 
leases are collectively called "Receivables and Leases".

Page 5

<PAGE>

(4) The Company's ratio of earnings before fixed charges to 
fixed charges was 1.66 to 1 for the first quarter of 1999 
compared with 1.53 to 1 for the first quarter of 1998. 
"Earnings before fixed charges" consist of income before income 
taxes, the cumulative effect of changes in accounting and fixed 
charges. "Fixed charges" consist of interest on indebtedness, 
amortization of debt discount and expense, an estimated amount 
of rental expense under capitalized leases which is deemed to 
be representative of the interest factor and rental expense 
under operating leases.

(5) In the first quarter of 1999, the Company adopted FASB 
Statement No. 130, Reporting Comprehensive Income. 
Comprehensive income includes all changes in the Company's 
equity during the period, except transactions with stockholders 
of the Company. Comprehensive income for the first quarter of 
1999 and 1998 consisted of the following in millions of 
dollars:

                                  Three Months Ended 
                                      January 31,
                                  ------------------
                                   1999        1998
                                  ------------------
  Net Income                      $37.4       $30.6
  Change in cumulative
    translation adjustment           --         (.1)
                                  ------------------
    Comprehensive income          $37.4       $30.5
                                  ==================

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.

Results of Operations

Net income for the first quarter of 1999 was $37.4 million 
compared with $30.6 million last year. First quarter results 
for 1999 benefited from higher gains on retail note sales, 
higher income on a larger average receivable and lease 
portfolio, a temporary reduction in leverage position, and 
improved financing spreads, partially offset by higher 
operating costs. 

Revenues totaled $221.2 million for the first quarter of 1999 
compared to $198.2 million for the same period a year ago. 
Revenues increased primarily due to a 6 percent increase in the 
average balance of Receivables and Leases financed. Finance 
income earned on retail notes totaled $95.7 million for the 
first three months of 1999 compared to $104.4 million for the 
same period in 1998. This decrease was primarily the result of 
recreational product retail note sales over the last twelve 
months. Lease revenues increased $19.2 million, to $58.9 
million in the first three months of 1999, from $39.7 million 
in the first three months of 1998 due to a 48 percent increase 
in the average balance of equipment on operating leases and 
financing leases. Finance income earned on wholesale notes 
increased $5.0 million, to $18.9 million for the first three 
months of 1999, from $13.9 million in the first three months of 
1998. This increase was primarily the result of the continued 
growth in the financing for inventories of construction 
equipment, yachts and recreational vehicles. 

Page 6 

<PAGE>

Net gains on the sales of retail notes, including adjustments 
related to prior sales, totaled $5.8 million for the first 
quarter of 1999 compared to $2.1 million for the same period a 
year ago. The increase is primarily related to the sale of 
recreational vehicle retail notes ($83 million total principal 
value) during the first quarter of 1999. There were no similar 
sales during the first quarter of 1998. Additional sales of 
retail notes are expected to be made in the future.

Interest expense totaled $86.0 million for the first quarter of 
1999 compared to $88.3 million for the same period in 1998. 
This decrease is primarily due to a reduction in the weighted 
average annual interest rate incurred on all interest-bearing 
borrowings from 6.2 percent for the first quarter of 1998 to 
5.9 percent for the first quarter of 1999. This decrease was 
partially offset by higher average borrowings of $5.686 billion 
in the first three months of 1999 compared to $5.534 billion in 
the first three months of 1998. 

Administrative and operating expenses increased 7 percent from 
$26.5 million in the first quarter of 1998 to $28.4 million in 
the first quarter of 1999. These increases were attributable to 
the costs associated with administering a larger Receivable and 
Lease portfolio as well as higher employment costs relating to 
the increasing level of new acquisition volumes. Depreciation 
of equipment on operating leases increased to $35.2 million in 
the first quarter of 1999 compared to $23.4 million for the 
same period in 1998, as a result of the increase in operating 
leases financed. 

During the first quarter of 1999, the provision for credit 
losses totaled $11.3 million compared with $9.3 million for the 
same period last year. The increase in the provision for credit 
losses was primarily the result of an increase in the average 
portfolio of Receivables and Leases financed. The annualized 
provision for credit losses, as a percentage of the total 
average portfolio outstanding, was .67 percent for the first 
quarter of 1999 compared with .58 percent for the same period 
last year. 

Receivable and Lease acquisition volumes were as follows (in 
millions of dollars):

                         Three Months 
                       Ended January 31,
                       ----------------- 
                         1999      1998 $ Change % Change
                       ---------------------------------
Retail notes: 
  Agricultural equipment $906     $838    $ 68        8%
  Construction equipment  117       97      20       21
  Lawn and grounds care
    equipment              38       21      17       81
  Recreational products    84       65      19       29
                        --------------------------------
    Total               1,145    1,021     124       12
Revolving charge
  Accounts                321      256      65       25
Wholesale notes           394      279     115       41
Financing leases           27       23       4       17
Equipment on operating
  leases                   90       96      (6)      (6)
                        --------------------------------
    Total              $1,977   $1,675    $302       18
                        ================================

Page 7

<PAGE>

Total Receivables and Leases held were as follows (in millions 
of dollars):

                        Jan 31,    Oct 31,    Jan 31,
                          1999       1998       1998
                       ---------------------------------
Retail notes: 
  Agricultural equipment $2,751    $2,285     $2,863
  Construction equipment    722       703        666
  Lawn and grounds care
    equipment               273       270        205
  Recreational products     526       581        928
                        -------------------------------- 
    Total                 4,272     3,839      4,662
Revolving charge
  accounts                  609       751        505
Wholesale notes             831       804        600
Financing leases            243       242        212
Equipment on operating
  leases                    924       892        577
                        --------------------------------
    Total                $6,879    $6,528     $6,556
                        ================================

Retail note volumes increased by $124 million for the first 
quarter of 1999 compared to the first quarter of 1998, due to 
increases in all retail note categories. Wholesale note volumes 
increased significantly during the first quarter of 1999 
primarily due to higher construction equipment floor planning 
notes and the introduction of a used agricultural equipment 
floor planning program in April 1998. Revolving charge volumes 
increased primarily due to the strong demand for the Farm Plan 
product, agricultural production loans and operating loans 
offered to select golf & turf commercial customers.

Receivables and Leases administered by the Company, which 
include retail notes sold, were as follows (in millions of 
dollars):

                          Jan 31,  Oct 31,  Jan 31,
                           1999     1998     1998
                       -------------------------------
Receivables and Leases
  administered:
 
  Receivables and Leases
    owned by the Company  $6,879   $6,528   $6,556
  Retail notes sold and 
    securitized (with 
    limited  recourse)*    1,348    1,812    1,014
  Retail notes sold
(without recourse)**         429      376 
                     ---------------------------------
    Total Receivables 
      and Leases 
      administered        $8,656   $8,716   $7,570
                     =================================

* The Company's maximum exposure under all retail note recourse 
provisions at January 31, 1999, October 31, 1998 and January 
31, 1998 was $174 million, $181 million and $163 million, 
respectively. In addition, the Company has guaranteed a letter 
of credit on behalf of John Deere Credit Inc., the John Deere 
finance subsidiary in Canada, as part of a retail note sale. At 
January 31, 1999, the maximum exposure under this agreement was 
approximately $3 million.

** On February 12, 1999, servicing rights on a majority of 
recreational vehicle retail notes previously sold and 
administered by the Company were assumed by their owner. 
Approximately $269 million principal value was removed from the 
portfolio, reducing the amount of Receivables and Leases 
administered accordingly. The Company continues to administer 
the remaining portfolio outstanding. 

Page 8

<PAGE>
Total Receivable and Lease amounts 60 days or more past due, by 
product and as a percentage of total balances held were as 
follows (in millions of dollars):

                  January 31, October 31, January 31,
                     1999        1998        1998
                  -------------------------------------
                  Dollars   %  Dollars   % Dollars   %
                  -------------------------------------
Retail notes: 
  Agricultural 
    equipment       $10.8  .39%   $9.5  .42%  $8.3  .29%
  Construction
    equipment         2.8  .39     2.0  .28    2.7  .40  
  Lawn and grounds
    care equipment     .8  .29      .7  .26     .7  .32
  Recreational
    products           .2  .04      .2  .03     .2  .03
                    -----        -----       -----
    Total retail 
      notes          14.6  .34    12.4  .32   11.9  .26
Revolving charge
  accounts            9.7 1.59     8.4 1.12   10.6 2.11
Wholesale notes       1.0  .12      .6  .07    2.2  .37
Leases                5.9  .51     3.8  .34    3.2  .40
                    -----        -----       -----
  Total Receivables
    and Leases      $31.2  .45   $25.2  .39  $27.9  .43
                    =====        =====       ===== 

The balance of retail notes held (principal plus accrued 
interest) with any installment 60 days or more past due was $63 
million, $54 million and $56 million at January 31, 1999, 
October 31, 1998 and January 31, 1998, respectively. The 
balance of retail notes held on which any installment is 60 
days or more past due as a percentage of ending retail notes 
receivable was 1.47 percent, 1.42 percent and 1.20 percent at 
January 31, 1999, October 31, 1998 and January 31, 1998, 
respectively.

During the first quarter of 1999, write-offs (net of 
recoveries) of Receivables and Leases totaled $7.2 million 
compared with $7.2 million in the same period last year. 
Annualized write-offs, as a percentage of the total average 
portfolio outstanding, were .43 percent for the first quarter 
of 1999 compared with .44 percent during the same period last 
year. Write-offs relating to retail notes increased 26 percent, 
or $0.8 million, in the first three months of 1999, when 
compared with the first three months of 1998, primarily due to 
increased write-offs of agricultural equipment and recreational 
product retail notes. Wholesale note write-offs decreased $0.8 
million in the first quarter of 1999 when compared to the same 
period last year. Lease and revolving charge account write-offs 
in the first quarter of 1999 remained relatively stable when 
compared to last year. 

Deposits withheld from dealers and merchants, representing 
mainly the aggregate dealer retail note and lease withholding 
accounts from individual John Deere dealers to which losses 
from retail notes and leases originating from the respective 
dealers can be charged, amounted to $154 million at January 31, 
1999, compared with $156 million at October 31, 1998 and $142 
million at January 31, 1998. The Company's allowance for credit 
losses on all Receivables and Leases financed totaled $83 
million at January 31, 1999, $81 million at October 31, 1998 
and $88 million at January 31, 1998. The allowance for credit 
losses represented 1.21 percent of the total Receivables and 
Leases financed at January 31, 1999, 1.25 percent at October 
31, 1998 and 1.34 percent at January 31, 1998. The Company's 
allowance for credit losses, as a percentage of total 
Receivables and Leases, has declined during the last twelve 
months due to an ongoing evaluation of loss experience and 
related estimates to ensure the allowance for credit losses is 
maintained at an adequate level. Management believes the 
allowance for credit losses at January 31, 1999 is sufficient 
to provide adequate protection against losses.

Page 9 

<PAGE>

Year 2000

The Company has established a global program (the "Year 2000 
Program") to address the inability of certain computer and 
infrastructure systems to process dates in the Year 2000 and 
later. The major assessment areas include business information 
systems, mainframe and  personal computers, software, the 
distributed network, facilities systems, the Company's products, 
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 is on schedule to become Year 2000 ready with its 
mission critical activities and systems, allowing substantial 
time for further testing, verification and the final conversion 
of less important systems. Over 95 percent of the Company's 
systems identified as being mission critical have been tested 
and verified as being Year 2000 compliant. The Company's goal 
has been to have all remaining mission critical and non-mission 
critical systems compliant by October 31, 1999, and the progress 
to date makes this goal realistic. The Company has initiated 
information and infrastructure systems modifications in its 
effort to ensure that both information technology (IT) and non-
IT systems are compliant.  The Company is requiring suppliers of 
new software or equipment and third parties who develop or 
modify software to provide written certification that their 
products are Year 2000 compliant and have been tested 
accordingly. In some instances, the Company is independently 
testing this software. The Company is working with suppliers to 
confirm embedded systems are compliant and perform the necessary 
testing.

The Company is assessing the Year 2000 readiness of its critical 
suppliers and merchants. The Company is surveying its major 
suppliers and is surveying the largest volume generating 
merchants; following up as appropriate with prioritization based 
on mission criticality. 

The total cost of the modifications and upgrades to date has not 
been material and the future costs to become Year 2000 ready are 
not expected to be material. These costs are expensed as 
incurred and do not include the cost of scheduled replacement 
software. Other major systems projects have not been deferred 
due to the Year 2000 compliance projects.

Although no assurances can be given as to the Company's 
readiness, particularly as it relates to third parties, based 
upon the progress to date, the Company does not expect 
consequences of any of the Company's unanticipated or 
unsuccessful modifications to have a material adverse effect on 
the Company's financial position or results of operations. 
However, the failure to correct a material Year 2000 problem 
could result in the interruption of certain normal business 
activities and operations. The Company's most reasonably likely 
worst case scenario is that the Year 2000 noncompliance of a 
critical third-party could result in lost revenues or profits. 
The Company is developing contingency plans, which will be an 
ongoing activity for the first three calendar quarters of 1999, 
should any Year 2000 failures occur in any of the assessment 
areas noted above.

Safe Harbor Statement

Statements under the "Year 2000" heading and other statements 
herein that relate to future operating periods are subject to 
important risks and uncertainties that could cause actual 
results to differ materially. Further information, including 
factors that potentially could materially affect the Company's 
and John Deere's financial results, is included in the most 
recent Deere & Company Form 10-K and other John Deere and 
Company filings with the Securities and Exchange Commission.

Page 10

<PAGE>

Capital Resources and Liquidity

The Company relies on its ability to raise substantial amounts 
of funds to finance its Receivable and Lease portfolios. The 
Company's primary sources of funds for this purpose are a 
combination of borrowings and equity capital. Additionally, the 
Company periodically sells substantial amounts of retail notes 
in the public market and in private sales. The Company's 
ability to obtain funds is affected by its debt ratings, which 
are closely related to the outlook for and the financial 
condition of Deere & Company, and the nature and availability 
of support facilities, such as its lines of credit. For 
information regarding Deere & Company and its business, see 
Exhibit 99. 

The Company's ability to meet its debt obligations is supported 
in a number of ways. All commercial paper issued is backed by 
bank credit lines. The assets of the Company are self-
liquidating in nature. A strong equity position is available to 
absorb unusual losses on these assets. Liquidity is also 
provided by the Company's ability to sell these assets.

The Company's business is somewhat seasonal, with overall 
acquisition volumes of Receivables and Leases traditionally 
higher in the second half of the fiscal year than in the first 
half, and overall collections of Receivables and Leases 
traditionally somewhat higher in the first six months than in 
the last six months of the fiscal year.

During the first three months of 1999, the aggregate net cash 
provided by operating and financing activities was primarily 
used to increase Receivables and Leases. Net cash provided by 
operating activities was $93 million in the first three months 
of 1999. Financing activities provided $213 million during the 
same period, resulting from a $218 million net increase in 
total borrowings, which was partially offset by a $5 million 
dividend payment to John Deere Credit Company. Net cash used 
for investing activities totaled $314 million in the first 
three months of 1999, primarily due to Receivable and Lease 
acquisitions exceeding collections by $499 million, which was 
partially offset by the $102 million of proceeds from the sale 
of receivables. Cash and cash equivalents decreased $8 million 
during the first three months of 1999. 

During the first three months of 1998, the aggregate net cash 
provided by operating and financing activities was primarily 
used to increase Receivables and Leases. Net cash provided by 
operating activities was $79 million in the first three months 
of 1998. Financing activities provided $133 million during the 
same period, resulting from $145 million of proceeds from total 
borrowings, which was partially offset by a $12.5 million 
dividend payment to John Deere Credit Company. Net cash used 
for investing activities totaled $219 million in the first 
three months of 1998, primarily due to Receivable and Lease 
acquisitions exceeding collections by $300 million. Cash and 
cash equivalents decreased $7 million during the first three 
months of 1998.

Total interest-bearing indebtedness amounted to $5.846 billion 
at January 31, 1999, compared with $5.516 billion at October 
31, 1998 and $5.623 billion at January 31, 1998, generally 
corresponding with the level of Receivables and Leases financed 
and the level of cash and cash equivalents. Total short-term 
indebtedness amounted to $3.313 billion at January 31, 1999, 
compared with $3.417 billion at October 31, 1998 and $3.532 
billion at January 31, 1998. Total long-term indebtedness 
amounted to $2.532 billion, $2.099 billion and $2.090 billion 
at January 31, 1999, October 31, 1998 and January 31, 1998, 
respectively. The ratio of total interest-bearing debt to 
stockholder's equity was 6.1 to 1, 6.0 to 1 and 6.7 to 1 at 
January 31, 1999, October 31, 1998 and January 31, 1998, 
respectively. 

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<PAGE>

During the first quarter of 1999, the Capital Corporation 
retired $150 million of 9-5/8% subordinated notes, $97 million 
of Swiss franc bonds and $50 million of medium-term notes all 
due in the first quarter. The Capital Corporation also received 
proceeds of $625 million from the issuance of medium-term notes 
during the first three months of 1999. 

At January 31, 1999, the Capital Corporation, Deere & Company, 
John Deere Limited (Canada) and John Deere Credit Inc. 
(Canada), jointly, maintained $5.026 billion of unsecured lines 
of credit with various banks in North America and overseas, 
$1.072 billion of which was unused. For the purpose of 
computing unused credit lines, total short-term borrowings, 
excluding the current portion of long-term borrowings, of the 
Capital Corporation, Deere & Company, John Deere Limited 
(Canada) and John Deere Credit Inc. (Canada) were considered to 
constitute utilization. Included in the total credit lines is a 
long-term credit agreement commitment for $3.500 billion 
expiring on February 24, 2003. An annual facility fee on the 
credit agreement is charged to the Capital Corporation based on 
utilization.

The Capital Corporation declared and paid a cash dividend of $5 
million to John Deere Credit Company on December 15, 1998. John 
Deere Credit Company paid a comparable dividend to Deere & 
Company. On February 26, 1999, the Capital Corporation declared 
a cash dividend of $5 million to John Deere Credit Company, 
which in turn declared a cash dividend of $5 million to Deere & 
Company, each payable on March 9, 1999. 


Item 3.  Quantitative and Qualitative Disclosures About 
         Market Risk.

See the information under "Management's Discussion and 
Analysis," Note 12 "Financial Instruments" and "Supplemental 
Information (Unaudited)" in the Company's most recent annual 
report filed on Form 10-K. There has been no material change in 
this information.

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<PAGE>

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings.

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 state and federal laws and 
regulations concerning retail credit. 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.

Item 2.    Changes in Securities and Use of Proceeds.

Omitted pursuant to instruction H(2).

Item 3.    Defaults Upon Senior Securities.

Omitted pursuant to instruction H(2).

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

Omitted pursuant to instruction H(2).

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 November 24, 1998 
     (Items 5 and 7).
     Current Report on Form 8-K dated December 16, 1998  
     (Items 5 and 7).


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<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.





                         JOHN DEERE CAPITAL CORPORATION

Date:    March 9, 1999

                         By:    s/ Nathan J. Jones
                         ------------------------------
                         Nathan J. Jones
                         Senior Vice President and
                         Principal Financial Officer

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<PAGE>


                INDEX TO EXHIBITS


Exhibit
-------

(12) Computation of ratio of earnings to fixed charges

(27) Financial data schedule

(99) Part I of Deere & Company Form 10-Q for the quarter 
     ended January 31, 1999 (Securities and Exchange 
     Commission file number 1-4121*).
































__________________________
*    Incorporated by reference. Copies of these exhibits 
     are available from the Company upon request.

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