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                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                         JOHN DEERE CAPITAL CORPORATION

                            As Adopted July 18, 1958
                    (As Amended effective September 7, 1994)



                  FIRST.  The name of the corporation is

                         JOHN DEERE CAPITAL CORPORATION

                  SECOND. Its principal office in the State of Delaware is
located at 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name and address of its resident agent is The Corporation Trust Company,
1209 Orange Street, in the City of Wilmington, Delaware.

                  THIRD. The nature of the business, or objects or purposes to
be transacted, promoted or carried on are:

                           (a) To carry on the business of a finance company,
                  and to perform any acts and engage in any activities or
                  functions generally performed or engaged in by finance
                  companies, and nothing in subsequent paragraphs of this
                  Certificate of Incorporation shall limit the generality of
                  this statement.

                           (b) To purchase or otherwise acquire, sell,
                  hypothecate or otherwise dispose of, and generally to trade
                  and deal in:

                           (i)      Obligations and contracts of all kinds,
                                    however arising, whether of persons,
                                    partnerships, associations, corporations or
                                    other entities, whether secured or
                                    unsecured, whether or not evidenced by a
                                    written instrument, whether payable in
                                    installments or otherwise, and whether fixed
                                    or determined in amount or otherwise;

                           (ii)     Bills of lading, warehouse receipts and
                                    other documents representing goods or any
                                    interest in goods;

                           (iii)    Mortgages, liens, trust receipts and any
                                    other interests in property, real or
                                    personal, tangible or intangible.

                           (c) To make loans to any person, partnership,
                  association, corporation or other enterprise, either with or
                  without security.


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                           (d) To acquire, and pay for in cash, property, stock,
                  bonds or other securities of the corporation or otherwise, the
                  good will, rights, assets and property, and to undertake or
                  assume the whole or any part of the obligations or
                  liabilities, of any person, partnership, association,
                  corporation or other enterprise.

                           (e) To acquire, hold, guarantee, sell, mortgage,
                  pledge or otherwise dispose of or deal in any of the shares or
                  other interests in, or obligations of, any person,
                  partnership, association, corporation or other enterprise,
                  public or private, regardless of the nature of the business in
                  which such person, partnership, association, corporation or
                  other enterprise is or may be engaged.

                           (f) To borrow or raise moneys for any of the objects
                  or purposes of the corporation and, from time to time without
                  limit as to amount, to issue, sell, pledge or otherwise
                  dispose of appropriate instruments to evidence such
                  indebtedness, and to secure the payment thereof by mortgage or
                  other lien upon the whole or any part of the property of the
                  corporation, whether at the time owned or thereafter acquired.

                           (g) To issue stock, bonds, debentures, or other
                  securities convertible into stock of any class or other
                  securities of any kind of the corporation or bearing warrants
                  or other evidence of optional rights to purchase or subscribe
                  to stock of any class or other securities of any kind of the
                  corporation.

                           (h) To purchase, hold, sell and transfer the shares
                  of its own capital stock; provided it shall not use its funds
                  or property for the purchase of its own shares of capital
                  stock when such use would cause any impairment of its capital
                  except as otherwise permitted by law, and provided further
                  that shares of its own capital stock belonging to it shall not
                  be voted upon directly or indirectly.

                           (i) To make any guaranty respecting stocks,
                  dividends, securities, indebtedness, interest, contracts, or
                  other obligations of any person, partnership, association,
                  corporation or other enterprise.

                           (j) To hold, purchase, mortgage, sell and convey real
                  and personal property, both tangible and intangible, either
                  within or without the State of Delaware.

                           (k) To carry on any business whatsoever which the
                  corporation may deem proper or convenient in connection with
                  any of the foregoing purposes or otherwise, or which may be
                  calculated, directly or indirectly, to promote the interests
                  of the corporation or to enhance the value of its property; to
                  conduct its business in the State of Delaware, in other
                  states, in the District of Columbia, in the territories and
                  colonies of the United States, and in foreign countries; and
                  to have and to exercise all the


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                  powers conferred by the laws of Delaware upon corporations
                  formed under the act pursuant to and under which the
                  corporation is formed.

                  The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.

                  FOURTH. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 12,500 shares, consisting
of 2,500 shares of Common Stock without par value ("Common Stock") and 10,000
shares of Preferred Stock, par value $1.00 per share ("Preferred Stock").

                  FIFTH. The Board of Directors (or a Committee delegated by the
Board) shall have authority be resolution to issue the shares of Preferred Stock
from time to time on such terms as it may determine and to divide the Preferred
Stock into one or more series and, in connection with the creation of any such
series, to determine and fix by the resolution or resolutions providing for the
issuance of shares thereof:

                           (a) the distinctive designation of such series, the
                  number of shares which shall constitute such series, which
                  number may be increased or decreased (but not below the number
                  of shares then outstanding) from time to time by action of the
                  Board of Directors, and the stated value thereof, if different
                  from the par value thereof;

                           (b) the dividend rate, the times of payment of
                  dividends on the shares of such series, whether dividends
                  shall be cumulative, and, if so, from what date or dates, and
                  the preference or relation which such dividends will bear to
                  the dividends payable on any shares of stock of any other
                  class or any other series of this class;

                           (c) the price or prices at which, and the terms and
                  conditions on which, the shares of such series may be
                  redeemed;

                           (d) whether or not the shares of such series shall be
                  entitled to the benefit of a retirement or sinking fund to be
                  applied to the purchase or redemption of such shares and, if
                  so entitled, the amount of such fund and the terms and
                  provisions relative to the operation thereof;

                           (e) whether or not the shares of such series shall be
                  convertible into, or exchangeable for, any other shares of
                  stock of the corporation or any other securities and, if so
                  convertible or exchangeable, the conversion price or prices,
                  or the rates of exchange, and any adjustments thereof, at
                  which such conversion or exchange may be made, and any other
                  terms and conditions of such conversion or exchange;


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                           (f) the rights of the shares of such series in the
                  event of voluntary or involuntary liquidation, dissolution or
                  winding up, or upon any distribution of the assets, of the
                  corporation;

                           (g) whether or not the shares of such series shall
                  have priority over or parity with or be junior to the shares
                  of any other class or series in any respect, or shall be
                  entitled to the benefit of limitations restricting (i) the
                  creation of indebtedness of the corporation, (ii) the issuance
                  of shares of any other class or series having priority over or
                  being on a parity with the shares of such series in any
                  respect, or (iii) the payment of dividends on, the making of
                  other distributions in respect of, or the purchase or
                  redemption of shares of any other class or series on a parity
                  with or ranking junior to the shares of such series as to
                  dividends or assets, and the terms of any such restrictions,
                  or any other restriction with respect to shares of any other
                  class or series on a parity with or ranking junior to the
                  shares of such series in any respect;

                           (h) whether such series shall have voting rights, in
                  addition to any voting rights provided by law and, if so, the
                  terms of such voting rights, which may be general or limited;
                  and

                           (i) any other powers, designations, preferences and
                  relative, participating, optional, or other special rights of
                  such series, and the qualifications, limitations or
                  restrictions thereof, to the full extent now or hereafter
                  permitted by law.

                  The powers, designations, preferences and relative,
participating, optional and other special rights of each series of Preferred
Stock, and the qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding. All
shares of any one series of Preferred Stock shall be identical in all respects
with all other shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which dividends
thereon shall be cumulative.

                  SIXTH. The minimum amount of capital with which the
corporation will commence business is one thousand dollars ($1,000).

                  SEVENTH. The names and places of residence of the
incorporators are as follows:

<TABLE>
<CAPTION>

                    Name                                           Residence
                    ----                                           ---------
<S>                                                           <C>
                  H. K. Webb                                  Wilmington, Delaware
                  H. C. Broadt                                Wilmington, Delaware
                  L. H. Herman                                Wilmington, Delaware
</TABLE>

                  EIGHTH. The corporation is to have perpetual existence.


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                  NINTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.

                  TENTH. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

                           To make, alter or repeal the bylaws of the
                  corporation;

                           To authorize and cause to be executed mortgages and
                  other liens upon the real and personal property of the
                  corporation;

                           To set apart out of any of the funds of the
                  corporation available for dividends a reserve or reserves for
                  any proper purpose and to abolish any such reserve in the
                  manner in which it was created;

                           By resolution passed by a majority of the whole
                  board, to designate one or more committees, each committee to
                  consist of two or more of the directors of the corporation,
                  which, to the extent provided in the resolution or in the
                  bylaws of the corporation, shall have and may exercise the
                  powers of the board of directors in the management of the
                  business and affairs of the corporation, and may authorize the
                  seal of the corporation to be affixed to all papers which may
                  require it. Such committee or committees shall have such name
                  or names as may be stated in the bylaws of the corporation or
                  as may be determined from time to time by resolution adopted
                  by the board of directors;

                           When and as authorized by the affirmative vote of the
                  holders of a majority of the stock issued and outstanding
                  having voting power given at a stockholders' meeting duly
                  called for that purpose, or when authorized by the written
                  consent of the holders of a majority of the voting stock
                  issued and outstanding, to sell, lease, or exchange all of the
                  property and assets of the corporation, including its good
                  will and its corporate franchises, upon such terms and
                  conditions and for such consideration, which may be in whole
                  or in part shares of stock in or other securities of any other
                  corporation or corporations, or both, as the board of
                  directors shall deem expedient and for the best interests of
                  the corporation.

                  ELEVENTH. No contract or other transaction between this
corporation and any other entity or person (including directors, officers and
stockholders of this corporation) and no act of this corporation shall be
invalidated or rendered voidable solely by reason of the fact that any of the
directors, officers or stockholders of this corporation are pecuniarily or
otherwise interested in such contract, transaction or act of the corporation,
individually or as directors, trustees, partners, officers, or holders of
equivalent positions in such entity or person, or by reason of a pecuniary or
other interest in such entity or person; and any director of this corporation
who is so interested may be counted in determining the existence of a quorum at
any meeting of the board of directors of this corporation which shall authorize
any such contract, transaction or act and may vote at any such meeting to
authorize any such contract, transaction or act.


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                  TWELFTH. The board of directors, by the affirmative vote of a
majority of the whole board, and irrespective of any personal interest of its
members, shall have authority to provide reasonable compensation of all
directors for services, ordinary or extraordinary, to the corporation as
directors, officers or otherwise.

                  THIRTEENTH. Any person made a party to any action, suit or
proceeding, whether civil, criminal, administrative or other, by reason of the
fact that he, or his testator or intestate, is or was a director, officer or
employee of the corporation or of any other enterprise which he, or his testator
or intestate, served as such at the request of the corporation, shall be
indemnified by the corporation against the reasonable expenses actually and
necessarily incurred by him in connection with the defense of such action, suit
or proceeding, and against amounts paid by him (other than to the corporation or
such other enterprise) in reasonable settlement of any such action, suit or
proceeding, where it is in the interest of the corporation that such settlement
be made, except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such director, officer or employee is liable for
negligence or misconduct in the performance of duty, or in the event of
settlement, where it shall appear that such person is guilty of negligence or
misconduct in the performance of duty. The foregoing right of indemnification
shall not be deemed exclusive of any other right to which those indemnified may
be entitled, under any bylaw, agreement, vote of stockholders, or otherwise.

                  FOURTEENTH. Meetings of stockholders and directors may be held
outside the State of Delaware, if the bylaws so provide. The books and records
of the corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware. Elections of directors need not be by
ballot unless the bylaws of the corporation shall so provide.

                  FIFTEENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.




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