**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

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**FORM 10-K**

** **

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| x      | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                           |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** ** | **FOR THE FISCAL YEAR ENDED  OCTOBER 31, 2008**                                                                                                                                                                          |
|   | ** ** | ** **                                                                                                                                                                                                                    |
| **OR** |
|   | ** ** | ** **                                                                                                                                                                                                                    |
| o      | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**                                                                                                                           |
|   | ** ** | **FOR  THE TRANSITION PERIOD FROM                  TO                ** |

 

**Commission File Number of issuing entity: 333-130966-01**

**Commission File Number of depositor:  333-130966**

** **

**JOHN DEERE OWNER TRUST 2008**

(Exact name ofissuing entity as specified in its charter)

 

**JOHN DEERE RECEIVABLES, INC.**

(Exact name ofdepositor as specified in its charter)

 

**JOHN DEERE CAPITAL CORPORATION**

(Exact name ofsponsor as specified in its charter)

 

| **Delaware**                              | ** ** | **36-6840001**                     |
|-------------------------------------------|------------|------------------------------------|
| (State  of incorporation or organization) |       | (IRS  Employer Identification No.) |

 

| **c/o John Deere Capital  Corporation**   | ** ** | ** **  | ** ** | ** **          |
|-------------------------------------------|------------|-------------|------------|---------------------|
| **Suite 600 First Interstate Bank**  | ** ** | ** **  | ** ** | ** **          |
| **Building**                              | ** ** | ** **  | ** ** | ** **          |
| **1 East First Street**                   | ** ** | ** **  | ** ** | ** **          |
| **Reno, Nevada**                          | ** ** | **89501**   | ** ** | **(775) 786-5527**  |
| (Address  of principal executive offices) |       | (Zip  Code) |       | (Telephone  Number) |

 

**SECURITIES REGISTEREDPURSUANT TO SECTION 12(b) OF THE ACT:  NONE**

 

**SECURITIES REGISTEREDPURSUANT TO SECTION 12(g) OF THE ACT: NONE**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

 

oYes   xNo

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act.

 

oYes   xNo

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period than the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

xYes   oNo

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§ 229.405 of this chapter) is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.       x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):

 
| Large accelerated filer o |   | Accelerated  filer o |   | Non-accelerated  filer x |
|---------------------------|--------|----------------------|--------|--------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).

 

oYes   xNo

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter.

 

Notapplicable.

 

Indicatethe number of shares as of the latest practicable date.

 

Notapplicable.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Listhereunder the following documents if incorporated by reference and the part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which thedocument is incorporated:  (1) Anyannual report to security holders; (2) Any proxy information statement; and, (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of1933.  The listed documents should beclearly described for identification purposes (e.g., annual report to securityholders for fiscal year ended December 24, 1980).

 

None.

 

 

 

 

**PART I**

 
| *Item 1.* | *Business.* |
|-----------|-------------|

 

Not Applicable.

 
| *Item 1A.* | *Risk Factors.* |
|------------|-----------------|

 

NotApplicable.

 
| *Item 1B.* | *Unresolved Staff Comments*. |
|------------|------------------------------|

 

NotApplicable.

 
| *Item 2**.* | *Properties.* |
|-------------|---------------|

 

John Deere Owner Trust2008 (the “Trust”) is a trust established under the laws of the State ofDelaware by the Trust Agreement dated as of April 15, 2008 (the “TrustAgreement”) between John Deere Receivables, Inc. (the “Seller”) and The Bank ofNew York (Delaware), acting thereunder not in its individual capacity butsolely as trustee of the Trust. John Deere Capital Corporation (the “Servicer”)is the Servicer under a Sale and Servicing Agreement dated as of April 15, 2008(the “Sale and Servicing Agreement”) among the Servicer, the Seller and theTrust. On April 16, 2008 (the “Closing Date”), the Trust issued its AssetBacked Certificates (the “Certificates”) with an aggregate principal amount of$9,808,817.  In addition, on the Closing Date, the Trustissued $197,800,000 aggregateprincipal amount of Class A-1  2.74080% Asset Backed Notes (the “A-1Notes”), $194,800,000 aggregateprincipal amount of Class A-2  3.63% Asset Backed Notes (the “A-2Notes”), $151,270,000 aggregateprincipal amount of Class A-3  4.18% Asset Backed Notes (the “A-3Notes”), and $100,000,000aggregate principal amount of Class A-4 4.89% Asset Backed Notes (the “A-4Notes” and together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the “Notes”).  The Certificates evidence fractionalundivided interests in the Trust. The Seller retained the entire principalamount of the Certificates.  The Notesevidence debt obligations of the Trust. The Trust property includes (i) agricultural and construction equipmentretail installment sale and loan contracts (the “Receivables”) secured by newand used agricultural equipment and construction and forestry equipment (the “FinancedEquipment”) sold to the Trust by the Seller, (ii) all monies (including accruedinterest) due thereunder on or after March 23, 2008, (iii) such amounts as fromtime to time may be held in one or more accounts established and maintained bythe Servicer pursuant to the Sale and Servicing Agreement or the TrustAgreement and the short-term investments made from those collections, (iv) thesecurity interests in the Financed Equipment, (v) any proceeds of repossessedFinanced Equipment, (vi) the rights to proceeds from claims on physical damage,credit life or disability insurance policies, if any, covering the FinancedEquipment or the obligors on the Receivables, as the case may be, (vii) therights of the Seller under the Purchase Agreement dated as of April 15, 2008(the “Purchase Agreement”) between the Servicer and the Seller and (viii) interestearned on short-term investments made by the Trust.

 

As of March 23, 2008, theReceivables had an aggregate principal balance plus accrued interest ofapproximately $661,633,841. As of October 31, 2008, the end of the fiscal yearof the Trust for which this Form 10-K annual report is being filed, theaggregate principal balance of the Receivables remaining in the Trust wasapproximately $463,976,297.

 
| *Item 3**.* | *Legal  Proceedings.* |
|-------------|-----------------------|

 

Notapplicable.

 
| *Item 4**.* | *Submission  of Matters to a Vote of Security Holders.* |
|-------------|---------------------------------------------------------|

 

No matter was submittedduring the fiscal year covered by this annual report to a vote of holders ofeither the Notes or Certificates.

 

1

 

**PART II**

 
| *Item 5**.* | *Market  For Registrant’s Common Equity and Related Stockholder Matters.* |
|-------------|--------------------------------------------------------------------------------|

 
|          | (a)    | To the best knowledge  of the registrant, there is no established public market for the  Certificates. |
|----------|--------|--------------------------------------------------------------------------------------------------------|
| * * |   |                                                                                                   |
| * * | (b)    | As of November 1,  2008, the Seller was the sole Certificateholder of record.                     |

 
| *Item 6**.* | *Selected  Financial Data.* |
|-------------|-----------------------------|

 

NotApplicable.

 
| *Item 7**.* | *Management’s  Discussion and Analysis of Financial Condition and Results of Operations.* |
|-------------|------------------------------------------------------------------------------------------------|

 

NotApplicable.

 
| *Item 7A**.* | *Quantitative  and Qualitative Disclosures About Market Risk.* |
|--------------|----------------------------------------------------------------|

 

NotApplicable.

 
| *Item 8**.* | *Financial  Statements and Supplementary Data.* |
|-------------|-------------------------------------------------|

 

NotApplicable.

 
| *Item 9**.* | *Changes  in and Disagreements With Accountants on Accounting and Financial Disclosure.* |
|-------------|------------------------------------------------------------------------------------------|

 

NotApplicable.

 
| *Item 9A**.* | *Controls  and Procedures.* |
|--------------|-----------------------------|

 

NotApplicable.

 
| *Item 9B.* | *Other Information*. |
|------------|----------------------|

 

Noother information.

 

**PART III**

 
| *Item 10* | *Directors  and Executive Officers of the Registrant.* |
|-----------|--------------------------------------------------------|

 

Itemnot applicable due to no directors or executive officers.

 
| *Item 11* | *Executive  Compensation.* |
|-----------|----------------------------|

 

NotApplicable.

 
| *Item 12* | *Security  Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.* |
|-----------|---------------------------------------------------------------------------------------------------|

 

NotApplicable.

 
| *Item 13* | *Certain  Relationships and Related Transactions.* |
|-----------|----------------------------------------------------|

 

NotApplicable.

 
| *Item 14* | *Principal  Accountant Fees and Services*. |
|-----------|--------------------------------------------|

 

NotApplicable.

 

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**PART IV**

 
| *Item 15* | * * | *Exhibits  and Financial Statement Schedules.*                                                                                                                                                                                                |
|-----------|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * *  |     |                                                                                                                                                                                                                                          |
| * *  | (a)(1)   | Not Applicable.                                                                                                                                                                                                                               |
| * *  |     |                                                                                                                                                                                                                                          |
| * *  | (a)(2)   | Not Applicable.                                                                                                                                                                                                                               |
| * *  |     |                                                                                                                                                                                                                                          |
| * *  | (a)(3)   | The following documents  are included as part of, or incorporated by reference to, this annual report.                                                                                                                                        |
| * *  |     |                                                                                                                                                                                                                                          |
| * *  | * * | Exhibit No.                                                                                                                                                                                                                              |
| * *  | * * |                                                                                                                                                                                                                                          |
| * *  | * * | 31.1       Rule 13a-14(a)/(15d-14(a) Certification.                                                                                                                                              |
| * *  | * * |                                                                                                                                                                                                                                          |
| * *  | (b)      | Reports on Forms 8-K,  10-D and 15.                                                                                                                                                                                                           |
| * *  |     |                                                                                                                                                                                                                                          |
| * *  |     | Current reports on Form  8-K dated April 17, 2008; Current reports on Form 10-D dated May 29, 2008, June  27, 2008, July 22, 2008, August 22, 2008, September 29, 2008, and October 28,  2008; and Report on Form 15 dated November 12, 2008. |
| * *  |     |                                                                                                                                                                                                                                          |
| * *  | (c)      | Not Applicable.                                                                                                                                                                                                                               |

 

Additional Disclosure Items from Regulation AB

 

*Item 1112(b) ofRegulation AB, Significant Obligor Financial Information*

 

NotApplicable.

 

*Item1114(b)(2) and Item 1115(b) f Regulation AB, Significant EnhancementProvider Financial Information*

 

NotApplicable.

 

*Item 1117of Regulation AB, Legal Proceedings*

 

There are no legalproceedings pending, or any proceedings known to be contemplated bygovernmental authorities, against JDCC, the depositor, the sub-servicer, theindenture trustee, the owner trustee or the trust, or any property thereof,that is material to the holders of notes.

 

*Item 1119of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions*

 

John Deere Receivables, Inc.(JDRI), the depositor, is a wholly owned subsidiary of John Deere CapitalCorporation (JDCC), the sponsor, servicer, administrator and originator.  JDRI, a Nevada corporation, is organized forthe limited purpose of purchasing retail receivables, transferring thosereceivables to third parties and performing any activities incidental to, andnecessary or convenient for, the accomplishment of those purposes.  JDCC, a Delaware corporation, is a whollyowned subsidiary of John Deere Credit Company, which is in turn a wholly ownedsubsidiary of Deere & Company.  Theprincipal business of JDCC and its subsidiaries is providing and administeringfinancing for retail purchases of new equipment manufactured by Deere &Company’s agricultural equipment, commercial and consumer equipment, andconstruction and forestry divisions and used equipment taken in trade for thisequipment.  JDCC has designated DeereCredit Services, Inc., a Delaware corporation and an indirect wholly ownedsubsidiary of Deere & Company and of JDCC, to serve as sub-servicer at theservicer’s expense.

 

3

 

*Item 1122of Regulation AB, Compliance with applicable Servicing Criteria*

 
|          | (a)                                                                                           | The following documents  are filed as part of this report. |
|----------|-----------------------------------------------------------------------------------------------|------------------------------------------------------------|
| * * |                                                                                          |                                                       |
| * * |                                                                                          | Exhibit No.                                           |
| * * |                                                                                          |                                                       |
| * * |                                                                                          | 33.1                                                       | John Deere Capital  Corporation’s Report on Assessment of Compliance With Servicing Criteria |
| * * |                                                                                          |                                                       |   |
| * * |                                                                                          | 33.2                                                       | Trustee’s Report on  Compliance With Servicing Criteria (U.S. Bank National Association) |
| * * |                                                                                          |                                                       |   |
| * * |                                                                                          | 34.1                                                       | Report of Independent  Registered Public Accounting Firm (Deloitte & Touche) |
| * * |                                                                                          |                                                       |   |
| * * |                                                                                          | 34.2                                                       | Report of Independent  Registered Public Accounting Firm (Ernst & Young) |
| * * |                                                                                          |                                                       |   |
| * * | The Servicer has  complied, in all material respects, with the Applicable Servicing Criteria. |

 

*Item 1123of Regulation AB, Servicer Compliance Statement*

 
|          | (a)    | The following documents  are filed as part of this report. |
|----------|--------|------------------------------------------------------------|
| * * |   |                                                       |
| * * |   | Exhibit No.                                           |
| * * |   |                                                       |
| * * |   | 35.1                                                       | Servicer Compliance  Statement of John Deere Capital Corporation |
| * * |   |                                                       |   |
| * * |   | 35.2                                                       | Servicer Compliance  Statement of Deere Credit Services, Inc. |

 

**Supplemental information to be furnished with reports filedpursuant to Section 15(d) of the Act by Registrants which have not registeredSecurities pursuant to Section 12 of the Act.**

 

Noannual report, proxy statement, form of proxy or other proxy solicitingmaterial has been sent to certificateholders, and the registrant does notpresently contemplate sending any such materials subsequent to the filing ofthis report.

 

4

 

**SIGNATURE**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                               | JOHN DEERE OWNER  TRUST 2008 |
|-------------------------------|------------------------------|
|                          |                         |
|                          |                         |
|                          | By:                          | John Deere  Capital Corporation |
|                          |                         | (Servicer) |
|                          |                         |   |
|                          |                         |   |
|                          | By:                          | /s/ James A. Israel |
|                          |                         | James A. Israel |
|                          |                         | President |
|                          |                         |   |
| Dated:  January 28, 2009 |                         |   |

 

5

 

**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | ** ** |
|----------------------|------------|------------|
| ** **           | ** ** | ** ** |
|                 | 31.1       |       | Rule 13a-14(a)/15d-14(a) Certification |
|                 |       |       |   |
|                 | 33.1       |       | John Deere Capital  Corporation’s Report on Assessment of Compliance With Servicing Criteria |
|                 |       |       |   |
|                 | 33.2       |       | Trustee’s Report on  Compliance with Servicing Criteria (U.S. Bank National Association) |
|                 |       |       |   |
|                 | 34.1       |       | Report of Independent  Registered Public Accounting Firm (Deloitte & Touche) |
|                 |       |       |   |
|                 | 34.2       |       | Report of Independent  Registered Public Accounting Firm (Ernst & Young) |
|                 |       |       |   |
|                 | 35.1       |       | Servicer Compliance  Statement of John Deere Capital Corporation |
|                 |       |       |   |
|                 | 35.2       |       | Servicer Compliance  Statement of Deere Credit Services, Inc. |

 

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